MLP Next Generation: Know Fear!
by Michael Ravencroft
Summary: Starburst, daughter of Twilight Sparkle and Flash Sentry, dreams of being a Royal Guard, to protect and serve her country and people. When war threatens Equestia, Star readies herself to join the fray. But her strength alone will not be enough, but the power of a golden light might make her the greatest of heroes or the most evil of villains. Only time will tell...
1. Prologue: I AM FEAR

There was fire, a raging fire that spread through the border city of Stalliongrad. To the east was the Griffon Empire, were the race of half lion, half eagle war-like people resided. For years the ponies and griffons had shared a tentative peace. Neither one exactly on good terms, more or less tolerating each other's existence. The Griffon Empire never fully challenged Equestria, the rulers of the kingdom, Princess Celestia and Princess Luna, always kept their land safe. Threatening to unleash their great power upon the enemies' should they dare cross them, and for years that has kept them at bay. But now things were different.

Stalliongrad was burning to the ground; many of the city's residence were either evacuated or slaughtered out right. The skies and ground were filled with griffon soldiers as they made their way through the city, furthering their path of destruction. Leading his contingent of soldiers was a large, sliver feathered griffon, with cold blue eyes, and scar running down his left eye. A strange apparatus was wrapped around his midsection, his wings folded against it, making a kind of clanking sound against his armor.

His keen senses alerted him to the many sounds of the city. In particular, the sounds of ponies trying to flee from them, and it just so happened he heard some. The silver griffon's eyes roamed to the right, staring at a building that had yet to be touched by the flames. He then pointed with two talons at the building, signaling for two of his troops to enter it. Two of the armored griffons rushed inside and immediately searched inside.

"General Steel Wing."

The silver feathered griffon turned to the soldier. "What is it?"

"We just got a report in. And…well, we've lost contact with the squad moving through Sector 48."

"Nothing to worry about, the TeleCrystals have a limited range. After we get closer to the center of Stalliongrad we should regain contact with them shortly."

"Yes sir."

After a couple of minutes the two soldiers came out of the building, tossing a family of ponies at the ground before the large contingent of griffons. The first was a unicorn stallion, with his wife, an earth pony mare, and lastly, two foal fillies, both looking terrified at the sight of the griffons. The earth pony mare made her children stay behind her, while the stallion stood in front of them, acting as a shield between his family and the murderess griffon soldiers.

"Take a good look here my soldiers. This is what we fight against. These lowly, weak, and insignificant ponies…" Steel Wing started to move towards the family, circling them menacingly. "They think themselves our betters, because of what they can do, and because they believe their great princesses will save them from all harm."

"Just leave us alone, please, just let us go," pleaded the mare.

"They are not our betters, they are not our equals. They are nothing. We, my soldiers, are the superior race, the strongest and the swiftest, our mighty Empire as existed long before they were united, where we were always united, under our great Emperor!"

"HAIL, HAIL, HAIL!" The griffon shoulders shouted in salute as they slammed their fists against their chest plates.

"Ponies were put on this world to serve us! To serve as our labor, to serve as our slaves," Steel Wing eyed the mare and fillies, a malicious smile crossing his beak, "and some will be put to service our needs as well."

The unicorn stallion tensed upon hearing those words, he glanced over his shoulder and saw the fear in his children's eyes, the fear of his wife, knowing exactly what kind of fate would await them, death would be a blessing compared to what the griffon was thinking. The stallion assumed an attack stance, his horn glowing with magical energy as he prepared to take on the griffon contingent and defend his family to the death.

"I will kill _any _of you who dare to touch my family!"

Steel Wing's menacing smile changed into a disapproving and annoyed glare. "Now see, my soldiers, _this _is what I speak of. They believe themselves so high and mighty, that even when faced with an overwhelming force, they still think themselves superior. As admirable as such a trait is…it is wasted on you and your kind."

Steel Wing extended his two large wings. The stallion gazed upon them, for they were not normal wings. They were metallic, attached to some kind of special harness tied around his body. The metal wings bent and moved with amazing flexibility, showing off the many razor sharp panels that made up its feathers. Steel Wing's metallic avian appendages caught the light of the fire, making them appear even more intimidating and terrifying.

"Despite what you might think, I do have some honor, pony. I will give you one free shot, if you kill me then you and your family can go free." Steel Wing looked to his soldiers. "Do you hear, none of you are to harm them should he prove victorious, that is an Absolute Order!"

The griffons all made a grunting sound as they pounded their chests once again, affirming they understood. An Absolute Order was the same as an order from the Emperor; it could not be broken, no matter what. It was something that was deeply ingrained into the soldiers of the Griffon Empire from day one of training.

The unicorn stallion charged his horn, building up all the mana within his body, tapping into his reserves, knowing that his family's lives were on the line. With one powerful burst, the unicorn unleashed a beam of pure magical power at Steel Wing. The griffon's metallic wings quickly folded in front him, forming a shield. The beam struck the wings, but there was no explosion. Instead the beam seemed to fall apart, turning into particles that dispersed into the open air. The stallion ceased his attack, completely drained of all magical energy.

"Now it is my turn."

Steel Wing extended this right wing and slashed horizontally, the motion was so quick, that the only thing that indicated that he moved was the sheen of the metal. At first nothing happened. The unicorn's family and soldiers wondered if Steel Wing had even done anything at all. That was, until the stallion's horn fell off from his forehead. Sparkling ichor bleed out, the physical manifestation of magical energy. The stallion started to wobble, his knees weakening as he felt the energy, literally, pour out of him. With an evil sneer, Steel Wing brought his next slash with his left wing. This one did more than cut off the remainder of the horn, it took off everything else.

The mare and fillies watched in horror as the stallion's head fell from his body, landing on the ground as his eyes rolled in the back of his head. The headless body fell over and gushed out blood from the open wound, gathering into a pool along with the blood from the severed head. The fillies screamed and cried in sadness, the earth pony mare was crying, and trying to keep herself from completely breaking down.

Steel Wing then turned to his soldiers, "Now, You four," he pointed with his wing at a group of four griffons in his ranks, "take them, and enjoy the pleasures they provide. The rest of you, we march on to the center of Stalliongrad!"

The four griffons started to move towards the mare and her children. She knew she stood no chance against these beasts, but she'd be damned if she wasn't going to do everything in her power to keep these filthy beasts from touching her daughters.

Just then something happened. From high above, four yellow stars appeared. The griffons and ponies looked up at the sky and wondered what they were. At that moment the four stars descended upon the four advancing griffons. They were each skewered by four large, yellow, jagged bladed spears. The griffon soldiers, Steel Wing, and the mare, all stared wide eyed at the sight. The four griffons, coughed up blood, writhing in agony from being pierced before they each gave up, and died.

"What…Who…WHO DID THIS!?" Steel Wing shouted in anger.

The four spears disappeared into particles of yellow light, allowing the bodies to slump to the ground. From out nowhere, powerful explosions discharged behind Steel Wing. The griffon commander watched as his soldiers were thrown from the detonations, while eithers were vaporized on the spot. Many of the griffons broke ranks, trying to stay out the line of fire, even though they knew not where the attack came from.

Before they could rally a defense, arrows made of yellow light shot forth from out of nowhere. They whistled as they flew through the air and pierced the helmets and chest plates of many of the griffons. They all dropped to the ground, forty warriors, all dead in a matter of seconds. There were only three left. Steel Wing glanced about, noticing that the mare and fillies had not been hurt.

That's when the commander saw something in the distance. A yellow light made its way towards them. Something was wrong about his light, it radiated a strange power, of that he was certain of. As the light got closer, Steel Wing was able to make out what was coming towards them. It was a pegasus pony, clad in golden armor, with a black mesh-like underclothing. The pony had metallic, golden wings, a strange insignia upon its chest plate, and on its right bracer was circular ring, glowing with power. The pegasus wore a golden helmet, obscuring the face. The whites of the helmet's eyes glared daggers at the griffons. Steel Wing could feel a strange sense of terror coming from this pegasus pony, something he never felt.

"What in Tartarus are you," demanded Steel Wing.

The pegasus halted in its tracks, appearing as if they were thinking it over.

"What am I? I am justice! I am a defender! I am your worst nightmare come to life!" The pegasus' body then erupted with a powerful golden aura that brightened the night. "I! AM! FEAR!"

* * *

**A/N:**The characters that will be seen in this story (the pony OC ones anyway) are the creations of **kilala97. **Google her and check out her stuff.


	2. The Unobtainable Dream Obtained

_**3 Weeks Earlier…1**__**st**__** Week**_

Starburst laid on a large couch, squirming and fidgeting in her sleep. She awoke with a start, glancing about her surroundings. It was a rustic home, a familiar one at that. Across from her was a furnace, to her right an old, dusty, rocking chair. And an amour to her left, which has seen some use. The light orange mare groaned as she rose up, aches and pains made themselves known all over her body.

Just then she heard hoofsteps coming round the corner of the kitchen. A stallion emerged, carrying a pitcher of ice water and some prefilled glasses. He was quite large, wearing a red bandanna around his neck, with an orange coat, clear blue eyes, freckles, and a two toned mane of brown and sandy-brown. Upon his flank was the image of three golden apples, Starburst knew who this stallion was, and immediately put two and two together.

"I did it again, didn't I Del," asked Starburst.

"Yep, overworked yerself, again, and Ah carried you back to the house, again," said Golden Delicious, smirking.

"Okay, okay, I get it. I need to stop overdoing it," she shot back.

"Ah'm just sayin', one of these days yer goin' to hurt yerself. But Ah know how darn stubborn ya are," Golden Delicious then maneuvered the tray he was carrying on his back onto the table in front of him, "so c'mon over here and get yerself hydrated, you were sweatin' up a storm out there. Celestia knows Ah was."

Starburst groaned loudly and hopped off the couch. She sat at the table and took the glass of water into the crooks of her hooves and brought the glass to her lips. Star drank the cool liquid, finding the icy water refreshing after working hard in the fields with her best friend.

"Whoa, that tastes good," exclaimed Starburst.

"Had the glasses chilled in the fridge, decided to start doing that after seeing you collapse every time."

It was no secret that Star liked working the fields of Sweet Apple Acres. She found it good training for when she eventually entered the Royal Guard. Even though Star was a Princess, it still didn't exempt her from legal age to enroll, which was eighteen, and unfortunately, Star was only fifteen going on sixteen.

"Just three more years, three more years and I can finally enter the Academy," said Star.

"Ah know you'll make it, you'll probably blow through the training and probably give Valiant Heart some competition for Guard Captain," said Golden.

Star chuckled, "I should only hope! Maybe then he'll finally get how serious I am about wanting to join."

Golden Delicious sighed at her. "He's just lookin' out for his cousin' is all. Ah'm sure he'd be proud of you when ya graduate and me as well."

"Well…with you, that'd make at least three other ponies that I know of that will."

Golden knew what she meant. Starburst's mother, Twilight, never really liked the thought of her daughter going into the Royal Guard. Although she promised to support Star in all her endeavors, the young mare knew that her mother secretly wished that she wouldn't when she turned eighteen.

"Guess I'm not the kind of daughter she was hoping for, Nighty's more like Mom than me," said Star, a hint of jealousy and sadness in her voice.

The stallion trotted over to the young mare, he then placed his hooves on her shoulders, making her stare at him directly. "Ya know that ain't true! She loves ya Star! So don't think that way, alright?"

Family was important to Golden Delicious, this was something that she knew of when she first met him. Seeing his cousins, Red June and Api, and their parents all happy together, even though she'd never admit it, seeing that was actually quite heartwarming. She could just see this stallion, married to some great mare, raising a family with big happy a grin on his face, and being a proud father. Now she that thought about it, her face was getting unnaturally warmer the longer his hooves rested on her shoulders.

"I understand Del…you can let go of me now."

Golden Delicious didn't seem to realize that he was still hanging on to her. The large stallion quickly released the young mare. Both had flushed faces, both keeping their eyes on particularly interesting spots on the floor.

"Ahem, well, I guess I should get back. Told Nighty that I'd watch him do magic later this afternoon," said Star as she shot to her hooves and made for the front door.

"Um, maybe ya might want to use the shower before ya go."

The pegasus mare quickly did an about face and stared at the stallion incredulously. Golden seemed to catch on to the way he had worded that statement and quickly brought up his hooves, shaking them in front of him in a dismissive fashion.

"Ah didn't mean anythin' by it, Ah swear! Yer coat just looks a little dusty and we were workin' hard in the field and –!"

"Del."

"Yes?"

"Shut up."

"Gotcha."

Star sighed heavily, the situation already felt awkward, and now he felt even more so. She then gave a few flaps of her impressively long and full wings before saying anything else.

"I'll be back in a couple of days, I'll send a letter if I can't make it."

"Sounds good," responded Golden, deciding to keep his answers short. "See ya, Star."

Star smiled genuinely at Golden, "Later, Del."

With that said Starburst stepped out of the house, spread her wings and took flight in the direction of Canterlot. Golden Delicious stepped outside to see his friend off, staying there till Star was too far away to see anymore.

"Just tell her ya like her already."

Golden whipped his head to the left and saw a filly stepping out from behind the farmhouse. She had a white coat with brown spots, a red mane with a pink bow tied to her tail, and dark-brown eyes that almost seemed black. Golden Delicious knew this filly, his cousin, Api.

"What are ya talkin' about, Api?"

"Ya know what Ah'm 'talkin about'. You and Starburst… in a tree… K-I-S-S-I-N-G."

Golden blushed furiously at the implication, his mouth opened and closed many times as he tried to respond, but unfortunately his words all came out as utter gibberish.

"Made ya blush," teased Api.

"API!"

* * *

_**Canterlot Castle**_

Starburst arrived at Canterlot, a little out of breath. She was almost regretting not taking the train, almost. By the time she had arrived at the castle she was even sweatier than before, though, thankfully, the cool air of the sky dried her off.

"Ugh, I definitely need a shower now…"

Star trailed off as she noticed something odd. There was an increased amount of Royal Guards on watch, each one looking tense, as if ready to spring into battle at the drop of a hat. The pegasus Royal Guards stood vigilant at the towers and rooftops, scanning the area below like hawks, spears at the ready. The unicorn Royal Guards kept watch over the ground, leering at any passersby that seemed suspicious in the slightest. Long swords were held in their telekinetic auras at attention. Earth pony RGs were decked out in heavy armor, although heavy for some, to this branch of the Guard, they were lighter than air. The armor was especially enchanted to stave off any magic based attacks, and was extremely durable, able to withstand mortar fire and extreme temperatures.

Starburst walked up to the doors of the Royal Palace, the two unicorn guards quickly crossed their long swords, barring Star's entry. The young mare stepped back in surprise by the action, looking indignant.

"What's going on," asked Star.

"Please give us your full name," asked the left guard.

"My name? You guys know who I am," she responded.

"Due to heightened security measures, all wishing to seek entrance must give us their full name, rank – if applicable – and reason for entry," said the right guard.

"So, please, your name?"

Starburst didn't understand what the reason was for heightened security. That usually didn't occur unless there some high ranking dignitaries visiting or if there was an attack. Star was starting to get worried.

"My name is Princess Starburst of Equestria, daughter of High Princess Twilight Sparkle and High Prince Flash Sentry, third in line for the throne, and I wish to enter my home," spoke Star with authority and a stern gaze.

The two guards shuffled nervously under her gaze. Starburst saw that her special talent was taking effect, her ability to intimidate. Sometimes her talent came out when she wanted it to, other times it happened when she least expected it. But right now it was helping her case.

"T-Thank you, Princess Starburst, sorry for the trouble, you may enter."

The two guards used their magic to open the large doors, Starburst nodded to them and entered quickly. The young princess searched around the castle, trying to figure out what was going on. She asked the staff and all that anyone was willing to say was that there was something going on in the throne room. Star made her way to the throne room but stopped when she noticed that there were other ponies standing outside the doors.

The first was an alicorn stallion, wearing Royal Guard armor that had tints of royal blue. He had a two toned mane of navy blue and gold, his coat was silvery-gray, with blue eyes, and blue feathers. His cutie mark was of two crossed swords and a blue heart at the center. This was the Captain of the Royal Guard, her role model, and her cousin, the noble Valiant Heart.

The second was, well, an alicorn threstral mare. She had a dark gray coat, dark bat wings, a light blue mane, and yellow eyes. Her cutie mark was that of three Z's, and she had an air of superiority about her, her name was Nidra.

The third was, even harder to describe. It was a stallion, with a white coat, a black mane, two horns, one green and straight, and the other blue and wavy. His right foreleg and right hind leg had claws, while his left foreleg and right hind leg were hooves. His tail was not like a pony's; it was long, and serpentine, he also had a plumage of dark-brown feathers that covered most of his chest. His cutie mark was that of sun rays, a crescent moon, and a star. His eyes also resembled that of a certain draconequus. This wonderful jumble was named Illusion.

Lastly was a unicorn colt, he had blue eyes, a lavender coat, blank flanked, and a dark-purple mane with a lighter streak of purple going through it. He was pacing back and forth, looking worried, that is until he saw Starburst, her smart, but worrisome little brother, Night Light Jr. or Nighty.

Except for Valiant Heart, the others were wearing their royal regalia. Starburst slowly made her way towards her fellow royal heirs.

"There you are Star, Nighty was starting to get worried and…" Nidra then looked her over and gave a disapproving sigh. "You really should've gone and cleaned up first, you look like you just ran a marathon and rolled in the dirt."

"Hello to you too, Nidra," replied Star.

"Star, Star!" Night Light came bounding to his big sister, looking even more worried than she thought. "The griffons are here! And they don't look happy!"

"Griffons, here – in _there_!?" Star asked as she pointed a hoof to the throne room.

"Yeah, they arrived a few hours ago while you were away. It was an unscheduled arrival. Which is the reason for the increase in security," said Valiant Heart, keeping a watchful eye on the doors.

Starburst, along with her little brother, walked towards Valiant, Illusion, and Nidra. Starburst stood beside the alicorn stallion, mimicking his stern and vigilant expression. Star knew that Equestria and the Griffon Empire weren't on the friendliest of terms with each other. They shared a tentative peace, but there was still hostility.

"Still, not usually this many guards around, especially for some over privileged, bag of hot air, envoy."

"There wouldn't be, except that the Emperor himself and his Wing Commanders arrived together," said Illusion.

"WHAT!?"

At that moment the doors to the throne room opened up. The five royals moved to the sides and watched their visitors file through. The first was a silver furred and feathered griffon with a scar over his left eye, and strangely enough, metallic wings. The second was a large griffon, with navy blue feathers and fur. he appeared more bestial than his companions. He gave a growling sneer to the young royals, making Night Light jump.

The third to exit was a griffoness, with red feathers, and piercing purple eyes. The fourth to follow was a black griffon, with gray talons and beak, and piercing icy blue eyes. He seemed a bit younger than the others, possibly in his teens, and there was something about his wings that appeared…off. The black winged griffon then looked towards the young royals. His eyes drifted towards Star, a fact that she didn't like, she disliked it even more when he winked his eye at her.

Star had to tense her body to stop herself from shuddering.

Soon the Emperor strolled out. Garbed in his royal cape, gold crown, and golden claw bracers and chest plate, he looked as if he were ready for war. He had golden brown fur and feathers, and white feathers that covered his neck and head. There was a noticeable scowl on his face as the other royals exited the throne room. Twilight and Flash, Celestia and Discord, and Luna with her, former, threstral Night Guard Captain, Supernova, all of whom looked less than pleased.

"Once again, Emperor Stratus, we will _not _be intimidated by your show of force. The treaty that was forged with your ancestors more than a thousand years ago still stands, I see no need to change it," spoke Celestia.

"Humph! You think I am a fool? That so called 'treaty' took most of our borders during the first war! What you call 'Stalliongrad' used to be land that was once owned by my great-great-great-great grandfather, Emperor Thalsdian! We demand that you give us back what was taken, as well as compensation for the slander you write in your history!"

"Slander, and what 'slander' are you speaking of," asked Twilight.

"In your books, you write of General Forbes as a marauding barbarian, he was one of our great and noble heroes," said Stratus.

"He laid waste to many Equestrian villages, killing thousands of innocents, and, as he was more dubiously known for, taking mares and foals prisoner, and torturing them physically and mentally till they begged for death. He was anything but noble, he earned the name Forbes the Sadist," spat Luna.

"I wouldn't expect you to see the honor and nobility of a battlefield, High Princess Luna. Besides, you were hardly sophisticated when you were possessed by your demonic persona, were you not?" Stratus mocked.

Nidra gritted her teeth as she saw the hurt in her mother's eyes and prepared to tell off the old bird or at the very least throw him out of the closest window. But both Star and Valiant raised their large wings in front of her, keeping Nidra at bay. Although they weren't on the best of speaking terms, Nidra knew that her mother's time as Nightmare Moon was a time in her life that was filled with pain and heartache, and till this day she still hadn't gotten over it. To openly say such things in front her own daughter was nothing but disrespectful.

Star saw the black winged griffon's eyes shift in their direction, smirking as if he knew what Nidra was about to do, or maybe daring her let the alicorn threstral go.

"I think it's about time you left, Emperor Stratus," said Supernova.

"I quite agree, you've overstayed your welcome the moment you landed here," added Discord.

Stratus eyed the draconequus and threstral, and then turned his gaze upon the children, noting the hybrids, Illusion and Nidra, among them. He then made a disgusted face.

"To think the Princesses of the Sun and Moon would have spawned with these two lowly creatures, deluding whatever equivocates to a 'noble' bloodline, it's a weakness of yours that will eventually be your downfall. Or do you ponies just enjoy spawning halfblooded, deformed creatures?"

"Please leave, now, or we will have you escorted out," barked Flash Sentry.

The other Wing Commanders leered at the High Prince, but Flash did not flinch.

"Rest assured, we _will _have satisfaction, mark my words. Come my Commanders, we are leaving this place!"

The four Wing Commanders and the Emperor made their way down the hall, a few Royal Guards followed close behind to make sure that they were leaving. The children didn't know exactly what to say. The tension radiating from their parents was overwhelming, anger and frustration was apparent in each of their eyes. After a tense few seconds, their demeanor became more relaxed. Celestia turned towards their children and gave an apologetic look.

"I'm sorry you all had to see and hear that, children," said Celestia.

"No, it's alright Mother," said Illusion. "But, really, what just happened?"

"Yeah, those griffons just appear out of nowhere and start demanding to see you! Honestly we should've just thrown them out of Canterlot," said Nidra indignantly.

"We couldn't just turn them away, as much as we wanted to," said Luna, leaning against Supernova for comfort.

"Let's all take some time to unwind, please, all of you, we'll talk more about it later," said Twilight.

As much as all five of them wanted to press their parents for answers concerning the events that just went on in the throne room, the children could tell that their parents were less than ready to divulge. With a collective nod, all dispersed.

* * *

Starburst had caught up with her father about what had occurred in the throne room that afternoon. Her mother had taken Nighty to go and play, explaining what happened the best way she could to him. Starburst watched as her father removed his crown and armor, and place them on the mantle he shared with Twilight, setting his regalia next to hers.

"I'm sure you want to know what that was all about, right," asked Flash.

"Well duh, Dad, of course I do! Why was the Emperor of the Griffons even here!? I don't even remember there being any meetings! Can he just show up like that, unannounced," asked Star.

"Unfortunately yes and no. It's considered rude to drop in on royalty without proper notification, but it's not just for courtesy, it gives the host nation time to prepare proper security measures. The fact that the Emperor showed up, in his full regalia, with his Wing Commanders at his side, was just a show of force meant to intimidate."

Starburst didn't really like the way her father had said that. And from what she observed of the Emperor and his cohorts, they're intentions were anything but diplomatic.

"So what did they want anyway?"

"In a nutshell, they want back the territory we gained during the first Pony/Griffon War, and that they want to secede from the Order of Nations," stated Flash, grimly.

"The Order of Nations, the very same that's made up of Equestria, Draco, Griffonia, and Minotaurous. They want to secede, and then what?" Star asked incredulously.

"Not too sure…" Flash Sentry trailed off as he looked down from the window, watching Twilight and Nighty using their magic to play together.

Star walked up next to him and looked down at the same scene. A slight frown formed on her lips, one that did not go unnoticed by her father.

"You know, you don't have to be like that around your Mom."

"Like what," asked Star, not taking her eyes off the two.

"Be distant. She loves you," said Flash.

"I know…believe me I know."

"C'mon, let's go and hang around with your Mom and Nighty." The two pegasi turned to leave the room, but Flash stopped when he remembered something. "Oh yeah, your Mom was hoping you could stay for a bit. This whole Griffon business has kinda spooked her a little, all of us actually."

Starburst smiled to her father, "Sure."

* * *

_**2**__**nd**__** Week**_

It was the middle of the afternoon, and, after informing Golden Delicious of the situation at Canterlot, Star decided that if she wasn't going to get some training done at Sweet Apple Acres, she was going to do some while she was in Canterlot.

Of course, that meant convincing her cousin, Valiant Heart, to run some combat drills with her. She could tell that he was busy after what happened the other day, but with the current situation, Valiant seemed to take up Star's offer, giving himself a break from the other work.

The two cousins met in the training arena within the castle. The arena itself was full of sand, meant to soft the landings from being thrown or otherwise. For the first hour and thirty minutes Valiant was instructing Star in the ways of close combat, in particular, throws, sweeps, and feints, making sure he was helping the young mare make the most of her agility and speed.

After that was over, they moved into full on sparring matches. Both cousins took to one side of the arena, circling each other. Starburst had an intense look in her eyes as she stared down the alicorn stallion. Valiant Heart had on his usual cocky, playful smirk as he stared at Star through narrowed eyes.

Starburst unfurled her wings and gave a mighty flap, propelling her towards Valiant. The alicorn met her charge head on, flapping his wings to give him a burst of speed. The two nearly crashed into each other, but Valiant changed directions at the last second, maneuvered his forelegs around her barrel, and threw Star, back first, in the other direction.

The added momentum of his charge and hers allowed Valiant to throw the pegasus mare a good distance of about ten feet. Luckily the arena was one-hundred feet in diameter, so there was still some wiggle room. Star felt the weightlessness of the toss end when she landed onto a mound of sand, skidding like a pebble on water before coming to a stop.

Starburst groaned as she rose up, shaking her body free of the sand.

"Lucky shot, Lance," said Starburst.

"Luck had nothing to do with it, cuz. It's all experience and skill but if _you're_ feeling lucky, then by all means, try again," he dared.

And try she did. Star quickly galloped for Valiant, using her wings to, once again, increase her rate of speed. The alicorn stallion stood his ground, thinking he'd show his cousin his acclaimed "experience and skill". Star had made up the distance fairly quickly, and was about to go for a grab, but like before, Valiant feinted to the left.

That was a mistake. Star quickly flapped her left wing, propelling her to the right and slamming her body into Valiant's right side. The alicorn was unprepared for that move and got knocked off balance, sending him tumbling into the sand. Starburst didn't let up; she rushed Valiant and got on top of him, getting him into a headlock with her forelegs.

"Say uncle," ordered Star.

"Never," declared Valiant.

"Are you sure," she asked, increasing the pressure ever so slightly.

"Yep, I'm sure!"

To prove his point, Valiant Heart quickly rose to his hooves. He then began to gallop, jump, twist, and turn, doing everything in his power, short of magic, to buck Star off of his back.

Starburst held on for dear life, she was losing her grip on the headlock, and was now using all of her strength to keep from falling off.

The stallion continued to kick and buck, trying to throw Star off. Just then, Valiant felt her grip loosen, in one swift movement, he bucked Star off of his back and sent her sprawling onto the sand. The alicorn stallion rushed to her and placed his hooves on both of her wings.

"Pinned ya," said Valiant.

"Really, do you really think that this is the best position to pin me? Given where I could kick you," said Star.

She let the question hang in the air for a few seconds before Valiant Heart seemed catch on, gulping audibly.

"You, uh…you wouldn't really, would you?"

Starburst started to develop a cocky smile, "You willing to take that bet, knowing how hard I kick?

The alicorn stallion jumped back a considerable distance away from his cousin, crossing his hind legs in an instinctual act to protect his nether region. Starburst got back to her hooves, dusting herself off as she smirked in Valiant's direction.

"Thought that might work," said Starburst.

"You'd really do that," asked Valiant Heart.

"Of course not, I trust you, and love you like a big brother, but no, I wouldn't. Unless you really ticked me off, then all bets are off."

"Faust help any colt that gets on your bad side – Whoa now!"

During their little conversation Starburst dashed towards Valiant Heart, preparing to take down the stallion. Thinking that that was enough, Valiant's horn quickly shined with light-blue mana.

At the last minute, Star felt her hind legs get tightly wrapped up. She was then hoisted into the air, dangling from her tied up legs, thrashing about uselessly.

"Valiant Heart! We agreed no magic or flight during the match!"

"Yeah, but I think that's enough for now. Don't want to overwork yourself and collapse. Like you always do," said Valiant.

"Okay, fine, alright, just let me down already Lance," grumbled Star.

The alicorn released his telekinetic hold, allowing Starburst to unfurl her wings and land softly on the sand covered arena. Valiant Heart used his right hoof to ruffle his cousin's mane, earning him an annoyed groan.

"You almost had me that time, a little more practice, and you might be able to beat me, and I stress that word _might_."

"Ugh, Lance, you can be a royal pain in the flank some days," muttered Star.

"Oh, lighten up Star; I'm just messing with you." Those words earned him an indignant huff in response. "Alright, look, how about we hit Pony Joe's and get something to eat, my treat."

Star quirked an eyebrow at Valiant Heart's offer, interest piqued. "Fine, as long as you're paying, then yes, let's go."

* * *

The two cousins began their trot to Pony Joe's. Although they lived in the palace and could have anything made for them by the cooks, nothing they made could compare to Pony Joe's Diner. The two royals walked side-by-side down the streets of Canterlot. Every now and again a young mare or stallion would look their way, or wave to them in hopes of being acknowledged by the Prince and Princess. Star watched as her cousin would either wave back or nod in the direction of a mare that caught his eye.

Starburst just rolled her eyes, "You don't find that a little annoying?"

"No, not really, it's a good thing when everypony wants to greet you. Plus, it's not every day they get to see a Prince and Princess walking causally down the street," said Valiant Heart. "Besides, not all of those waves and ogling eyes are just for me."

"You can't be serious," asked Starburst.

"Hey, just telling you what I sense. Some of the colts looking at you are quite enamored, as well as few fillies if you're into that, are you by chance?"

"I am not even going to dignify that with an answer."

Eventually the two arrived at Pony Joe's. The establishment hadn't changed much, although Pony Joe was now running the business with his son, Moe. The two stallions immediately recognized their visitors and readied their usual orders.

"Not my usual today guys, I want the special," said Star with a devious grin.

"You got it," said Moe.

"On it," said Joe.

Star and Valiant then went and sat at a booth, a hot cup of coffee was brought out to the Prince, while Star enjoyed a simple vanilla shake.

One of the things they liked about Pony Joe's was that, even though they were royalty, they were still treated like every day customers. No titles, just two ponies coming in for something to eat.

"So what's on your mind, Star? You were really eager to learn some combat moves, any particular reason?"

"Guess you could say, I was motivated by the griffons," said Star.

Valiant Heart shivered, "Really don't want to remember them. Especially that one red one, she gives me the creeps."

"Yeah, about that, who were they? Illusion called them 'Wing Commanders', what's that about?"

Valiant took a sip of his coffee before answering the question. "They're called Wing Commanders because of their titles. The red griffoness is called Blood Wing, the blue one Beast Wing, the silver one is called Steel Wing, obviously because of his metal wings, and the last guy, the black griffon, goes by Shadow Wing. None of our intelligence agents can tell us what they each can do, or what their real names are. But…we can suspect that they've earned those titles for more than just appearances."

Starburst thought back to that day, the black griffon who smirked and winked at her, the one called Shadow Wing. Even now she couldn't shake off the eerie vibe that radiated from him, it felt, wrong.

Their thoughts were soon interrupted by the arrival of their orders. Valiant had just ordered some powered donuts for himself, but Starburst, she decided to milk the "his treat" line for all it was worth. The "special" she had ordered was Pony Joe's finest creation, Donutopia! The arrival of the giant, donut mini-city was met with a twitching left eye from Valiant.

"You're treating, right," asked Star.

Valiant sighed in defeat, "Yes, I'm treating…"

The two cousins ate their donut treats peacefully, enjoying each other's company and the gentle jazz music playing in the background of the store. The two of them spent about thirty minutes in all within the shop. Valiant paid for the whole thing, even though it wouldn't really put a dent in his bit pouch, he still agonized over the principle of the thing.

"I still don't get how a pony your size could eat that entire thing so fast, by yourself, and not have a completely distended belly," exclaimed Valiant.

"I have a fast metabolism," said Star in a matter-of-fact tone.

"Jeez, whenever Aunt Twilight eats that much she looks like she's pregnant."

"Hey," she warned.

"Just saying."

As the Prince and Princess exited Pony Joe's they noticed that there was a large crowd gathering around one of the radio boxes that were mounted on some of poles around Canterlot. Curious, the stallion and young mare trotted over to the crowd to find out what was going on. As they got closer, they noticed that the faces of the ponies were filled with fear and worry for some unknown reason; whispering and indistinct chatting was going on between others.

{_Once again…we have breaking news. Stalliongrad is under siege._}

Both Star and Valiant's eyes went wide upon hearing that and pushed their way further towards the radio box.

{_For those of you just tuning in now, we have confirmed reports that Stalliongrad, the border city between Equestria and Griffonia, is under attack. The siege began somewhere around 1:45 pm and 2:09 pm. As many of you may or may not know, Stalliongrad is a large and vast city, making it both a fortress border patrol base, and bustling metropolis._}

{_The attack came in the way of fire bombing. From there, griffon soldiers initiated a blitzkrieg attack on the border patrol, and the Royal Guard troops stationed within the city. Our information at this time in limited, but from what reports we can get, most of Stalliongrad is burning at this moment and Griffonian troops are now marching into the city._}

{_Our hearts and prayers go out to those who are caught in the middle of this conflict. We will continue to monitor the situation and update when possible. Reporting for Canterlot Radio News, this is Jacquelyn Whinny, signing off._}

The radio then cut back to the music it was playing earlier, but no pony could hear it over the bombshell of news that they had just received. Stalliongrad was under attack, not less than a day after the Emperor of Griffonia arrived. Star's mind raced with worry, she replayed yesterday's events in her head dozens upon dozens of times, trying to discern a hint, a clue that she might have overlooked that could've alerted them in advance that this was going to happen.

"The griffons are attacking…!"

"That's not possible! We've had peace with them for centuries…!"

"This is some sick joke, right?! Some sort of radio show that they're promoting, right?!"

"My son is stationed at Stalliongrad!"

The crowd was starting to get agitated and worried. Many shouting in panic or denial at the news of the attack, Star couldn't blame them, even she was finding it hard to believe. Just then, Valiant placed a hoof on her right shoulder, leaning down to whisper into her ear.

"We need to get back to the palace, ASAP!"

Star nodded her response.

Unfortunately it was not long before the crowd was coherent enough to realize that there were two royals among them.

"Prince Valiant Heart," a mare screamed, "what's happening, is it true, is Stalliongrad under attack?!"

"I'm sorry ma'am; I don't have that informa –"

"Princess Starburst, this is a joke, right, some crazy elaborate prank by the news ponies, right?!"

"I don't – what I mean to say is –!"

Many ponies started to talk all at once, bombarding Valiant and Star with questions they could not answer. Soon the crowd was turning into an angry mob, screaming and demanding answers from the Prince and Princess. It all started to get to the point where it was becoming suffocating and deafening. Star had had enough.

She flared out her large wings to their full length and bellowed out at the top of her lungs, "ENOUGH!"

All the ponies in the crowd went silent. The crowd of ponies started to back away from the Prince and Princess, slowly and cautiously. Even though Starburst didn't have the ability to use the Royal Canterlot Voice, she still had what it took to get a crowd of ponies to listen when she spoke. Her special talent was really coming into play at that moment, for a pegasus of her small stature, she radiated a fierce aura.

"Thanks Star," said Valiant Heart.

Starburst composed herself, returning her wings to a resting position.

"Now look, everypony, I know you are worried and scared for your friends and family. But unfortunately, Princess Starburst and I have only received the news ourselves just now like the rest of you. We don't have the answers, but if you wait patiently, I'm certain the High Princesses and High Princes will address the situation," said Valiant Heart in a rather political fashion. "Now please disperse, we don't need a riot or an angry mob starting up, and distracting us all from the dire situation at hoof."

The crowd murmured agreements, coupled with nods of approval.

"Let's head back to the palace, now," suggested Star.

Both Starburst and Valiant Heart unfurled their wings and took off with great haste towards the palace. From the air, they could already see the citizens of Canterlot scrambling about like a hive of angry hornets. As Star and Valiant approached the castle they gasped, a large gathering of ponies had assembled at the entrance to Canterlot Castle, all of whom looked scared and angry at the same time. Their shouting carried on the wind as a cacophonous, deafening roar that thrummed through the airways and beat against their eardrums.

Their shouting was hard to understand, but every now and then the Prince and Princess could make out the occasional, "We want answers!" or "Why is this happening?!" After a while they stopped being able to make out their shouts as they melded together.

Star and Valiant landed on the one of the chariot platforms. Two Royal Guard pegasi saluted them, with Valiant Heart and Starburst doing the same back to them. They then quickly galloped into the castle, trying to figure out what was going on. As they ran through the halls, they saw how almost all of the castle staff was in a panic, rushing about with important documents or a regiment of RG's moving through the halls to some unknown destination. It didn't take them long to find somepony to talk to. Coming out of one of the rooms, adorned in her royal regalia, was Twilight Sparkle.

"MOM!"

"AUNT TWILIGHT!"

The lavender alicorn turned towards the voices and watched as her daughter and nephew came galloping towards her, coming to an abrupt stop.

"Starburst, Valiant Heart, thank goodness, we were wondering where you two had gone," said Twilight.

"Mom, what's this about Stalliongrad being under attack!?"

"I'll tell you in a minute. But first, Valiant Heart, you need to get in uniform now and meet me and the others at the veranda as quickly as possible," she ordered.

"Done, see you in a bit."

With that, Valiant Heart teleported in a flash of light-blue magic, leaving Star and Twilight behind, Starburst was about to open her mouth to ask another question but was interrupted by the tingling sensation of being wrapped in her mother's purple aura.

"What – wait – Mom, what are you doing, I can walk on my own?!"

"Sorry, sorry, sorry, but I need to get you into your regalia now!"

Twilight carried her daughter into the room she just left, slamming the door behind her as they entered. The Princess of Magic plopped her daughter in front of a mirror and went to work. Brushes started to float around Starburst, each either combing her mane, brushing her tail, or evening out her coat. The brushes then disappeared with a pop and in their place were Starburst's regalia. Unlike her mother's or her father's golden regalia, Star's regalia, and that of the other royal children, were made of a sparkling sterling silver.

Once again Star found herself engulfed in her mother's aura, lifting her up, and placing them on herself. Twilight slipped Star's hooves into the horseshoes, then placed her tiara atop her head, and finally her necklace.

"Alright, you're ready, now all we need to do is meet up with the others and then –!"

"MOM!"

Twilight snapped her head in Starburst's direction, noticing that her daughter looked rather frustrated.

"Star…?"

"Would you please, for a minute, tell me what's going on. Is it true, did the griffons attack Stalliongrad," she asked.

Twilight looked between her daughter and the door. Knowing that they were needed at the assembly, but right now, she could see that Star needed to know. So Twilight took a calming breath and sat on her haunches.

"Yes, it's true, Star," said Twilight.

"I-I can't believe it…why?!"

"That seems to be the question of the day. The truth is, no pony knows, this attack came out of the blue. We were just as surprised as everypony else!"

"Was this the reason that old buzzard arrived in Canterlot, was that his sick way of giving us an ultimatum," asked Star.

"We knew that the Emperor was…unstable, but we never thought he'd go this far…"

"So, it's really true, all those ponies in Stalliongrad…they're being killed as we speak…"

Twilight got up and moved closer to Starburst. She then enveloped her daughter in comforting hug, wrapping her wings around them.

"We'll get through this, Starburst, I promise you. We'll help them."

* * *

_**3**__**rd**__** Week**_

The announcement was made, a unanimous decision by the High Princes and High Princesses, they would not tolerate a blatant attack on Stalliongrad. And so they would take this as an act of war against Equestria, and that Equestria would respond.

Princess Celestia immediately dispatched airships to go to Stalliongrad to give support and help in driving back the enemy. Many knew that Stalliongrad was a vast city, and that such a sudden attack would not have given the civilians within the city time to escape the siege.

The whole time that Star was sitting there with the rest of her family and friends as her parents made the announcement, she couldn't hear a word. Her mind was too focused on what was happening. It was then that Starburst heard something that Valiant Heart said during the announcement to the city.

"At this time we are calling upon the Royal Guard Reserves and are now implementing a draft. Able bodied mares and stallions, sixteen and older, will be allowed to sign up and join the Royal Guard."

As bleak as this tragedy was, this was a ray of hope to Starburst. In a couple of days she would turn sixteen, therefore, able to join the Guard. Now she could go and defend her homeland and the innocent ponies who were being slaughtered by those winged beasts.

However…this idea did not go over well with her mother or father.

"I will _not _allow you to join the Royal Guard, Starburst," shouted Twilight.

"And why not?! I'll be of legal age to join in a couple of days, Mom! I've been doing drills with Lance and training even more at Sweet Apple Acres with Del! I want to help, I want to fight!"

"And get yourself killed?! Because that's what's going to happen when you go out there! This isn't like before, Starburst, if you joined, at least it was mildly safer. Now, now it's war, Star, _WAR_!"

Starburst stood before her mother, chest puffed out, wings flared, staring her down.

"I know it's _war_, that's why I want to go! As a Princess, it's our duty to help our people and protect them from harm! What better way for me to do that than in the RG," asked Starburst.

"Maybe because, oh I don't know, you're a _Princess_! What if you got captured by the Griffon Empire?! They could use you as a bartering tool; they could torture you, or worse! I know you've heard some of things that have happened to some the ponies they were able to rescue!"

It was true. The griffons were implementing tactics near similar to that of General Forbes the Sadist. Vile acts being perpetrated on captured ponies, ignoring all laws set forth by the Order of Nations on the treatment of prisoners, especially noncombatants.

"I know…"

"And you still want to go and fight?"

"…Yes."

"Star, why can't you understand!? I don't want to send my only daughter to die!"

The young mare was starting to get indignant at her mother's words. "You say that like it's a certainty that I'm going to die the moment I set hoof in Stalliongrad! And that royalty excuse, in case you've forgot, Valiant Heart is a _Prince_, and he's already out there, fighting!"

Twilight looked away for a moment, "You know darn well that Valiant Heart is not like you, Star. He's –"

"An alicorn," she finished, "so what? That alone doesn't determine his safety. If anything, he'll be safe because of his fighting skills, hay, I'd be safer fighting beside Lance than anywhere else!"

"Okay, let's all calm down." Flash stepped between his daughter and wife, trying to diffuse the situation and thanking Faust that Nighty was with Illusion and Claire right now.

"Dad, you should be taking my side in this. My goal, my dream, is to become a Royal Guard and defend Equestria my way," pleaded Starburst.

"It would never have worked."

Flash and Star looked at Twilight, wondering if they had heard her correctly.

"Excuse me?!"

"Twi –!"

"No, she needs to hear this! Do you even know how hard it will be for you to get it in? First off, there aren't that many mares in the Royal Guard, even when Princess Celestia allowed it more than two-hundred years ago, the male to female ratio is still off kilter. Then there's your status as a Princess –"

"Again, Valiant is a Prince, and he became the Captain of the Guard!"

"But did he tell you what he faced during his time in the Guard?"

Starburst opened her mouth to retort, but, now that she thought about it, she didn't really know. In fact, the alicorn stallion rarely spoke about his time in training or his other duties before becoming a Guard Captain.

"No…he, he didn't," said Starburst.

"Many of his fellow cadets either shunned him because they believed he was a privileged Prince that didn't deserve to be there, or that they could ride his coattails all the way to a high ranking position. He had very few friends in the RG Academy and fewer when he became one. He had to spend every waking moment, proving that he had earned the right to be there, and that he earned his rank as Captain. We know that, because Valiant Heart would come to us about what was happening, and it hurt because we knew we couldn't help him, if we did, it would only prove them right…"

Starburst's mouth was agape; she didn't know that Valiant Heart had gone through all that during his training; whenever she saw him as a filly he'd always greet her with a smile and a carefree attitude. She couldn't believe all that was going on, that he was masking that pain.

"So now you know…and the worse part is that it'll be worse for you…"

Starburst looked at her mother and then to her father, "Dad…is this that true, what happened to Lance?"

Flash Sentry sighed heavily, nodding a yes. Starburst's head hung low, ears flat against her head. "We didn't want to tell you, but at the same time, we knew we had to. I don't know if I could knowingly allow you to do it, knowing that you'd get hazed for being of royalty."

Twilight returned he gaze to Starburst, her angered appearance giving way to sympathy.

"Star, I know –"

"Leave me alone…"

"Star?"

"Just leave me alone, Mom…"

Star turned her back to her parents, she then made her way to the door and left.

* * *

_**The Next Day**_

Starburst wandered the halls of Canterlot Castle for, what seemed like, forever. Her mind deep in thought about what her mother and father revealed about Valiant Heart's time in the Royal Guard, and how blind she was to never see beyond the façade he put on for her. Even with all this hefted upon her; it only served to strengthen Star's resolve, she _was _going to become a Royal Guard, and she'd do it on her own.

_They really think I have no chance…If only I could prove them wrong, somehow, someway_, she thought.

Starburst was starting to pass the Royal Library, the same one that she would escort Nighty to whenever he had finished "devouring" an interesting book on magic or some other subject. That's when it hit her. A crazy plan, started to form in her mind. It would be dangerous, suicidal even, but to Star, it was the one way she knew she could prove her mother, her father, Valiant, and anypony else who thought that she couldn't make it.

The pegasus mare quickly slipped into the library. The small entrance belayed the actual massive size of the Royal Library. Shelves upon shelves of books were everywhere; at least two stories tall, the library pretty much took up an entire wing of the castle. Of course, some space-dimension warping helped in fitting the vastness of it all.

Star, remembering a specific book her brother read, trotted up the stairs and to the one section that held what she needed. Soon enough, Starburst arrived at the Magic Section of the library, rows upon rows of archaic and esoteric knowledge laid before her. Many powerful and advanced spells were all kept in this section, as well as all there was about the history and application of magic. Well, here, and in the Starswirl the Bearded wing.

_Well, found the section, problem is…I have no magic…_Star neglected the fact that only those with magic, such as unicorns or alicorns, or even Spirits of Chaos, could enter. Since the section was protected by a barrier that only allowed entry to only the magic wielder.

"Princess Starburst?"

Star flinched upon hearing her name. One of the librarians, a unicorn stallion, came trotting up to the young mare.

"I haven't seen you around here for a while, come to do more reading up on Royal Guard history?"

"Um, no, not today, I was actually sent to grab a book for my little brother, Nighty, he's otherwise occupied and asked if I could get a book for him," said Star.

"Ah, yes, Prince Night Light does so enjoy his spell books. Of course I'd be happy to help you in the procurement, tell me, what is the title?"

"It's called '_Charm Casters, A Magician's Guide to the Effective Art of Charm Casting_'," said Star.

The librarian stallion seemed surprised by the name of the book and now looked upon Starburst with trepidation. Starburst noticed the look the stallion was giving her and was starting to worry she may've said something wrong.

"Um, Princess, that particular book is actually a Class A ranked spell book. It can only be checked out by authorized magic students, or one of the High Princesses."

_Crap! I didn't think that it was _THAT _advanced! It must've been Mom's and she just let Nighty look it over!_

"Well I, um, actually it's for my Mom, with the craziness going on around here lately, she asked me to get it for her," said Star.

"But…didn't you just say that it was for your little brother, the Prince?"

It was obvious to Star that this was going south and fast. She may be a Princess, but the Royal Library had a strict policy against the lending of spell books to unauthorized ponies. A policy set forth by High Princess Twilight Sparkle and High Princess Luna, as a precaution to keep anypony from using the spells to do harm or to cause trouble. _Thanks Mom…_

"Princess Starburst, I'm afraid without proper written or verbal consent, I cannot, in good conscience, alloooooooowwwwwww…"

Suddenly the librarian collapsed onto the floor, making Star jump back a bit. She was about to ask if he was alright, but stopped when she heard the stallion snoring. There was only one pony Starburst knew that could do something like this.

"C'mon out, Nidra, I know you're there."

Like she suspected, the alicorn threstral stepped out from of the aisles, a mischievous smile spread across her lips.

"You were getting nowhere fast, so I decided to step in before you got found out," said Nidra.

"What are you doing here," she asked.

"You didn't look like you were in the best of moods when coming here, wanted to see what was up and now I find you wanting a Class A level spell book, why?"

"Look, I'll explain, but can you at least help me get the book?"

Nidra looked between Star and the aisle where the spell books resided. With a long sigh, the mare strode into the aisle, after a couple of minutes she reemerged with the book clasped in her silvery telekinetic aura.

"You owe me."

"Gladly, now c'mon let's go."

Star and Nidra hurried through the palace, making their way to a storeroom that was hardly used during that time of day. Star made sure to lock the door behind them for extra insurance. Afterwards she wrenched the spell book from Nidra's aura and placed it on a table and started to flip through the pages. Nidra looked over Star's shoulder, watching her search through the many pages of the spell book, still wondering why she had wanted _this _spell book out of all the others.

"Nidra, can you cast any of the spells in this book," asked Star.

"Just because my magic isn't on my Mom's level, doesn't mean I can't match or outdo an experienced magician or five," proclaimed Nidra proudly.

"Good."

"I take it you want me to cast a spell from this book. Judging from how you were when trying to get, I assume that your mom doesn't know about this?"

Starburst stopped flipping through the pages and let out a dejected sigh. "No…she doesn't, neither does my Dad or Nighty…" Star then found herself wrapped in a bone crushing hug from behind, with Nidra's face pressed up against hers. "Um Nidra, I know we're close friends, but you don't have to take that literally."

"I'm just so happy! It took you awhile, but you finally entered your rebellious phase, just like me! Welcome to the club filly," said Nidra happily.

Star would've facehoofed herself if she had the use of her forelegs.

Nidra released her friend and began to bounce around giddily as Starburst resumed her search. "So what kind of spell are you looking for? 'Cause if you're looking for ways to sneak around, I already know an invisibility spell, one-hundred percent RG undetectable, guaranteed!"

"Not exactly the kind of spell I'm looking for."

"Oh…" Nidra began to think, the spell book was one for casting charms, and there were a myriad of them within the book. She was starting to develop an impossible idea of what she was looking for, but Nidra knew that Starburst was more of a direct kind of mare when it came to that, at least, she thought she was.

"I found it!"

Nidra looked over her shoulder and gasped, when Star saw her reaction so did she. The spell read "_The Art of the Amour Charm_". Starburst quickly flipped through the pages again.

"Read that wrong."

"Uh-huh, Star, we're friends, right?"

"Yeah."

"Close friends?"

"Yes."

"So you don't have to hide that you're looking for a love spell, especially if it's for Del."

Starburst spluttered at the mention of Golden Delicious' name and turned to face Nidra. "That's not what I was looking for! I just got the words mixed up! And why do you automatically assume that it would be Del?!"

"Oh come now, Star. You spend most of your time together when you crash in Ponyville."

"I spend most of that time helping out with the chores on Sweet Apple Acres. I help Del with farm work, it's training."

"He carries you on his back like the Princess that you are."

"That's because I run myself ragged and collapse from exhaustion after the fact."

"And he always seems to smile this particular smile whenever you're around, both of you do actually."

Starburst groaned loudly, "For the last time, I don't like him that way!" She then turned around and went back to looking.

Nidra huffed and puffed out her cheeks. "Fine, but can you at least tell me what exactly it is that you're –?!"

"Found it!"

Nidra, once again, looked down at the page in the spell book and read the chapter title aloud.

"'_The Art of the Glamour Charm_'? Star, you know that this spell is used to cast an illusion around yourself in order to trick others into thinking you're somepony else, right?"

"Yes, that's why I looked it up."

"If you wanted to prank someone while staying anonymous, there are simpler ways," suggested Nidra.

"This isn't for a prank. I want you to cast this spell on me Nidra, now."

Nidra wasn't one for taking orders, even from her friend. "Not until you tell me what it is that you're going to do if I cast it."

Starburst growled in frustration, "I don't have time to explain, just cast the stupid spell!"

"Not until you tell me!"

Star wanted to argue, to force Nidra to cast the spell. But Star knew that her special talent wouldn't work on Nidra, she'd just put her to sleep like the librarian. With a defeated sigh, Starburst told Nidra of the fight she had with her mother earlier that day. Nidra listened as her friend told her about how her parents didn't think that she could make it in the Royal Guard because of what her cousin, Valiant Heart, went through. Granted, Nidra never really liked the idea of Starburst joining, thinking that a Princess didn't need to be a Royal Guard, but that still didn't mean that she didn't respect Star's decision and supported it. But now…

"So, you want to sneak onboard one of the air ships that's heading for Stalliongrad, and fight at the border, that about sum it up," she asked.

Starburst nodded.

"This is wrong, Cotton Candy is usually the impulsive and reckless one that gets into trouble, I sometimes – _sometimes _mind you – get in over my head with something's, and _you're _the one who's supposed to keep a level head and keep ponies like me from doing something stupid! Not the other way around!"

"I know it's stupid, reckless, and dangerous. But Nidra, this is my dream, and they're pretty much telling me that I don't have a snowball's chance in Tartarus of achieving it!"

"Look, I know your mom isn't totally shooting it down, she's worried…"

"Please Nidra…you're the only friend I can ask this of…please…"

Nidra's eyes ears twitched, catching the sound of something faint. When she looked closer at Starburst she saw that small droplets of tears were falling from her eyes and onto the floor. Nidra's feelings waged war within her, the rational part of her mind in combat with her sympathy towards her friend. After a period of silence Nidra sighed and looked at Star sternly.

"If I do this, you have to promise me, Starburst, that you'll come back alive! I don't care what you have to do, or who you have shove out of your way, I want you to come back here, alive and breathing, because you're going to owe me _BIG TIME_ for this!"

This time it was Nidra who found herself enveloped in hug, although it wasn't like the tight, bone crushing one she had given Starburst earlier, more like, a hug of gratitude.

"Thank you, Nidra."

* * *

_**Late Afternoon, Royal Air Fleet Hangar**_

Starburst had done a lot of searching, and found that an airship that was going to Stalliongrad today and that it would be a mere supply and equitarian aide mission. It'd be far from the action, and the Royal Guard troops boarding was on protection detail for when they landed. No chance of enemy contact and less chance of being spotted by Valiant Heart. Although the spell that Nidra cast fooled many, she wasn't so sure how it'd fair when in the presence of an alicorn.

Starburst, with the help of her cousin, was able to procure some training armor to wear during their drill sessions. She wore the armor, giving her glamour form the full appearance of a Royal Guard pegasus. Many of the other pegasi RG's didn't seem able to see past the illusion, to anypony else, she appeared as a pegasus mare Royal Guard. She saw many of them too, both male and female RG's, trotting about, making sure everything was ready for takeoff.

A few ponies either nodded at her, went for a hoof bump, and others, well, others were checking out her flank in the armor, receiving stares from mares and stallions alike.

_Great, I'm eye candy now_, thought Starburst. _I swear Nidra, if you made the glamour image seem overly seductive or whatever I'm going to put you to sleep _my way!

Starburst continued her jaunt through the hangar till she arrived at the airship. The name on the side of the ship read "_Nightingale_", it wasn't as big as the other warships, it had few armaments from what she could tell, just six cannons mounted on the starboard and port sides, built for speed more than combat. Star watched as Medics and Guards loaded the last of the supplies into the airship, the remaining squads were now starting to file in.

The pegasus mare took in a deep breath and exhaled, calming her nerves and preparing to set her crazy plan into action. The lieutenant of the squad waited at the ramp, ushering his troops into the ship, talking to one of them. Star trotted up the ramp, listening closely to the conversation.

"Duke is sick sir; we're going to be a pony short."

"Great, Duke was on the detail for the supply run, and I'm just learning about this now, he was on aerial recon for the supply run with Sunny Skies," said the Lieutenant.

"Excuse me, sir, maybe I can help," said Starburst.

The two stallions looked upon the mare before them, or more accurately, the glamour form.

"And who are you?"

"I'm, uh, Daisy…Cutter…yes, Private Daisy Cutter." Starburst saluted the lieutenant. "I'm fresh out of boot, and I'm ready to go, sir!"

"A newbie, huh? You have any experience in recon work," he asked.

"Yes sir, I'm also skilled at close combat, sir!"

"We do need a second for the recon run, and it's better to have more eyes in the sky," said the trooper.

"Ugh, alright, I'm going to forgo the paperwork, this is war, and I don't need the headache, so get your flank in there and report to Corporal Sunny Skies, she'll fill ya in," ordered the lieutenant.

"Yes sir!"

Starburst quickly entered the ship, the ramp behind her closed as the earth pony and unicorn stallion walked into the ship.

{_All crew members prepare of immediate departure. Repeat, all crew members prepare for immediate departure._}

Suddenly Starburst heard the whirring of gears; she made her way to one of the portholes and watched as the platform was extended out the mountainside. The ponies on the platform then released each of the latches that secured the ship, with each of them waving their forelegs in specific patterns to indicate that the ship was released.

Star then felt a familiar sense of weightlessness as the ship started to ascend, the hot air and propeller turbines on the side whirred to life as they continued to climb higher and higher into the sky. Soon, Canterlot came into view as they got higher. Starburst felt a pang of sadness in her heart, she was confident that she'd return to Canterlot, to her friends and family. But this was something that she felt she had to do, and no force on Equus was going to stop her.

{_Attention all crew members, the Nightingale has launched, our destination, Stalliongrad._}

_Here we go… _

* * *

**_To Be Continued..._**


	3. You Have Been Chosen

A few hours had already passed since the departure of the Nightingale and Starburst was still anxious. She had explored some of the ship, getting familiar with the layout. A few RGs passed by her, some she saluted and others she simply waved a greeting. Luckily the glamour was still holding up, but there was always the niggling feeling in the back of her head, a slight fear that the charm would wear off at the most inopportune time. Still she didn't let that stop her, this was her dream, and she was going to see it through, come Tartarus or high water.

Starburst eventually made it to the room of the pony she was supposed to meet. Steeling her nerves, Starburst knocked at the door and awaited a response.

"Come in," said a mare's voice.

Starburst turned the nob and opened the door. The inside was fairly spacious. There were two sleeping cots on both sides of the room, a porthole to view the outside, and a retractable table at the center of the room. At the table sat a pegasus mare, her coat and feathers were yellow like gold, but her long mane and tail were a dingy white. Her eyes were piecing blue color, almost as if she were seeing straight through you. The mare, who had her mane in a ponytail, looked up from a map that was laid out and quirked an eyebrow at the newcomer.

"You're not Duke Hazard. Who are you," she asked.

"Oh, I'm Private Daisy Cutter, ma'am!" Starburst saluted the mare. "I was told to come see you regarding the recon for the supply run."

The pegasus mare face hoofed herself, "Duh, now I remember. The Lieutenant sent word that I'd be getting a rookie. I told Duke a thousand times, 'If it smells funny and been on the ground for more than five seconds, don't eat it!' But hey, what're ya gonna do. Anyway, name's Sunny Skies, Corporal. And you can skip the formality while we're in here."

Starburst quickly lowered her hoof and let her body go lax and less rigid. "So, um, I guess I'll be your wingpony during the recon?"

"Yep, and it should – and I stress _should _–be a simple milk run. Look," Sunny pointed to a red circle near the outside of Stalliongrad, "we'll land here. From there the others will start unloading the supplies. Meanwhile, the two of us will move quickly and silently down this route to our fellow RGs fighting at the front. Our last intel told us that the griffons are sweeping through Stalliongrad."

Starburst watched as Sunny moved her hoof across the image of the city, showing how the Griffonian forces were advancing.

"Ma'am, I don't understand. Why not just hit them with the airship cannons? We can bomb them from above and drive them out quickly," asked Starburst.

"Unfortunately, there are still some ponies trapped behind enemy lines. We can't just go and aerial bomb the occupied parts of the city, not without killing the innocent ponies waiting for us to rescue them. Besides, we'd be leveling their homes and businesses. They may not have much to come back to when this is over, but it's better than nothing at all."

Starburst hung her head in shame, thinking herself foolish for not taking that into consideration. "Sorry..."

"No big," Sunny patted Star on the back, "besides, we'll get Stalliongrad back. No way am I going back home without freeing the city first!"

Starburst was starting to admire this mare, her determination and pride were infectious, and it only made the young mare want to try even harder. With that said Sunny Skies rolled up the map and tucked it into a container in the corner of the room. The whole time she was doing this, Starburst couldn't help but eye the mare, there was something about her that seemed...familiar, although she couldn't quite put her hoof on it. Sunny must've noticed her stares, because the older mare glanced over her right shoulder and smirked in Starburst's direction.

"See anything you like rookie," asked Sunny.

Starburst's cheeks went red at the implication, "Nonononono! I wasn't staring! Well, I was – but I didn't mean to! I just – UGH!"

Sunny chuckled at the embarrassed mare before her, "Don't worry about it, I'm flattered, really. But, you're too young for me, I mean, I'm twenty-five and you look too green to be eighteen yet."

_Guess the glamour charm didn't make me as old as I thought it did_, thought Star.

"Y-yeah, you're right. But that honestly wasn't the reason why I was staring. It's just, you remind me of somepony."

Sunny Skies quirked an eyebrow at that, but after a second or two, she understood who it was she reminded her of.

"I know, I probably remind you of my Mom. Her name is Spitfire," she said.

"Spitfire, as in Captain of the Wonderbolts, that Spitfire?!"

Sunny nodded.

"Whoa, I mean, I went to a few of your mom's shows, well, I mean her and the whole team, when I was filly. Strange, I don't remember there being anything about her having a foal?"

"Really, why's that?"

"Well...if I remember correctly, she and her teammate, Fleetfoot, got into a relationship and I heard they were still together," said Star.

Sunny Skies moved to her cot and laid back on it. "Yep, you're right. Spitfire and Fleetfoot are my moms."

"Oh, so they adopted you? One of my friends was adopted."

"Nope, my Mom, Spitfire, gave birth to me."

Starburst was now confused.

"Wait, what? So, did they get a donor or something?"

Sunny grinned, "Nope, my other Mom, Fleetfoot, she's my biological mother too."

Starburst was now drawing a complete blank and was racking her brain trying to figure out how two mares could have a child, when all the anatomy books she had read, and the embarrassing talk she had with both her parents, told her that a mare _and _a stallion were required to make a foal. Sunny could see the metaphorical smoke coming out of Star's ears and decided to have pity on her.

"Okay, let me clarify. Apparently there are clinics that will help mare couples have foals. The ponies there have unicorns who can cast a spell that can temporarily endow another mare with the necessary 'stallion parts' to get her partner pregnant," explained Sunny, air quoting the word _stallion parts_.

Star thought about it for a minute, letting her mind piece the information together. It didn't take long for her to figure out, if the glowing red that was now her face was any indication. The young pegasus mare stammered incoherently, trying to form words but having them come out as gibberish. Sunny Skies couldn't help but laugh at Star's realization, finding her reaction priceless.

After finally regaining her composure, Starburst spoke more clearly to Sunny. "I've...ahem...heard about mares that use '_that_' sort of spell, but for other things. I didn't know that it could actually, get a mare pregnant..."

"Well, the one you're thinking of is a normal version; the one my Moms used was more complicated and required a trained professional. Otherwise they could've just asked a unicorn friend of theirs to cast the spell. Unfortunately, the spell can only allow mares to have fillies, has something to do with genes and chromosomes and some other complicated stuff. But, yeah, here I am, in the flesh."

"Wow, sorry, but I've never met a pony – mean – I'll shut up now before I embarrass myself again."

"Heh, heh, don't worry about it. Fun aside, we better get some shut eye, we might not get much of a chance to once we get there, stock up while you can."

Heeding Sunny's advice, Starburst went to her cot but paused before climbing in. _My armor, I can't take it off with her in the room! The glamour can only mask the look as long as it's on me. If I take it off and she sees it looking smaller compared to me, or looks differently than when it was on me, I'll be found out! That leaves only one option..._

Sunny Skies watched in confusion as Starburst climbed into her cot, with her full armor on. "I'm sure you've guessed that I'm into mares, but I'm not going to jump you in your sleep."

"What? Oh no, that has nothing to do with it, I swear! I just...I just want to be ready, you know, for when we get there, don't want to waste time getting my armor on in case something happens," said Starburst, chuckling nervously.

Sunny rubbed her chin, after a few tense seconds the older mare smiled in understanding.

"I get it. First deployment jitters, you're armor makes you feel safe, and it's your best friend on the battlefield, I get it, every newbie goes through this. But they eventually learn how much more comfortable to sleep without it. Night, Daisy."

"Night, Sunny."

Starburst managed to find a semi-comfortable position to sleep in and let her eyelids grow heavy. The weight of what was to come didn't quite hit her as hard as she thought. Maybe it was the adrenaline, the anticipation, or maybe it was because she made a friend in Sunny Skies. Whatever the reason, Starburst knew that when she next woke, she'd be in Stalliongrad about to live her dream.

* * *

_**Five Hours Later**_

*KA-BOOM*

The sound of an explosion woke Starburst from her sleep and made her jump out of her bed.

*KA-BOOM*

Another powerful explosion roared, the force of it rattled her teeth and shook the entire room. Starburst quickly looked around and saw Sunny Skies already suited up in her armor. Her expression was different from the kind and tomcoltish one she had before. Now it was serious, her brow furrowed and eyes glaring with the awakened soldier within her.

"What's going on," shouted Star.

"We're under attack Private, look alive!"

{_Alert! All crew members to battle stations! Repeat! All crew members to battle stations! Sustaining heavy cannon fire from below!_}

"They can't be serious," cursed Sunny, "C'mon we're heading to the loading bay!"

Starburst followed Sunny's orders. All throughout the ship everypony was scrambling, explosions continued to go off outside the airship. Star knew that all that was needed was for one of those cannons to get in a lucky shot and the whole ship could go down in flames. She tried to push that unpleasant thought as far into the back of her mind as she could, instead trying to focus on where they were going. After navigating the ships hallways, Sunny and Star made it to the loading bay. Medics and Royal Guards were all assembled, formed by ranks as they stood at attention. The Lieutenant, a gruff and older looking earth pony stallion, paced back and forth slowly.

"Listen up, we have a situation! The griffons have gotten ahold of our anti-airship cannons, and as a result they are now firing on us with our own weapons," he said.

"How come we didn't know about those, didn't we get communication about the takeover," asked a guard.

"Communications are spotty with the ground forces, we're not entirely sure what's causing it, but suffice to say we missed the important stuff. This of course changes our mission. If the enemy has advanced that far into Stalliongrad then it means that the situation has only gotten worse, we have to assume that our landing site and route are compromised. We may need to turn back."

Murmurs could be heard among the troops, they had come all this way to give aid to their fellow Royal Guards and now they had to turn back?!

"I'm sorry Sir, but I think I speak for everypony here when I say that is not acceptable," said Sunny.

All the RGs and Medics turned to look at Sunny Skies; their Lieutenant raised a curious eyebrow.

"Pray tell, how would we go about it?"

"An Air Drop, Sir."

"'Air Drop?!"

"Yes Sir, we drop the supplies at the designated site. I and one other pegasus will accompany the supplies to the ground and protect it until you and others can rendezvous with us. We'll use a TactCrystal to mark our position," explained Sunny.

"You realize that the only other pegasus on this boat is Private Daisy Cutter there? This is sounding like a suicide mission Corporal; I can't order somepony to do this. It has to be her decision."

All eyes were on Starburst now. She could feel the pressure being put on her to make a decision. Star could tell that this plan wasn't entirely sound, the original plan had a higher chance of survival, with Sunny's, that chance became less than a sliver. Starburst then looked up to Sunny Skies, her eyes locking with hers and feeling the fierce determination rise within her. She had come all this way to prove she had what it took to be a Royal Guard, to back out now would make everything she had done be for nothing. Starburst stood at attention and saluted the Lieutenant.

"Sir, I volunteer for the suicide mission, SIR!"

Almost everypony's mouths were agape at what she said. Sunny merely smiled her gratitude while the Lieutenant smirked.

"Ah, hay, the route we were going on had a 47% chance of us getting killed anyhow. Let's set'em up and roll'em out!"

"SIR, YES SIR!" The Royal Guards shouted as one.

"Swift, tell the bridge we're initiating an aerial drop! Thumper, get some ponies on the cannons, see if we can draw the enemy's fire! Well c'mon you apes, you wanna live forever!?"

"HOORAH!"

If everypony was scrambling before, they were hustling now. The RGs worked fast to get the supply crates fitted with parachutes while the Nightingale maneuvered swiftly to avoid any direct hits. The cannons on the starboard and port sides fired off one round after the other at the ground below, aiming at the muzzle flashes of the anti-airship cannons below. Starburst and Sunny Skies were busy getting outfitted. Sunny had equipped a couple of blade bracers; each one housed a ten inch steel blade. Star opted to carry a dagger; she would've used the blade bracers as well, but was unsure if they would interfere with the glamour charm.

The packages were ready; the loading door slowly opened up and revealed a night sky, lit up with the thunderous explosions of cannon ordinance. Star and Sunny stood at the edge of the platform, looking down at Stalliongrad. The city was large, spanning hundreds of miles in each direction, easily dwarfing Canterlot and coming in as a close second to Manehattan. Star had seen pictures of Stalliongrad once before, and had wanted to see the city one day, but now some of it was burning, and other parts had gone pitch black.

"You ready Cutter?"

"Oh I'm ready, are you Sunny?"

"I was born ready, how about you?!"

"I couldn't be more read!"

There was a brief silence between them.

"We're procrastinating out of fear, aren't we," asked Sunny Skies.

"Oh most definitely," agreed Starburst.

Sunny Skies sighed, "Well, regardless of what happens, I'm glad to have met you, Daisy Cutter, and there's no pony I'd rather do this with." The golden-yellow mare extended her hoof to the young mare before her.

Starburst grinned and hoof bumped Sunny, "Back you, Sunny Skies."

Both mares looked over the edge one last time to steel their nerves.

"It's a good day to die, Cutter!"

"What –!?"

"RELEASE!"

At her order the load was released, the heavy crates quickly left the airship and descended down. Both Star and Sunny dove off in pursuit of the crates. All around them explosions went off left and right. The whole time both mares kept their wings tucked tightly against their bodies, allowing gravity to take hold of them as they angled out to align themselves with the falling supplies. Starburst could feel the g-forces rack her body as they continued their dive. The city was growing closer and closer with each passing second, the cannon fire continued to burst all around them, it would only take one of those to blow her or Sunny out of the sky and Star didn't feel like getting shot down.

The two pegasi finally caught up with the crates, Sunny looked up and then down, determining the best time to deploy the chute. It was when one of the cannon shots strayed too close did she deem it time to deploy. Star quickly hit the button on crate and the parachute released before them. Both pegasi kicked off the crate and began their flare, unfurling their wings and allowing the air to help in reducing their speed. The two of them grabbed either side of the crates, holding it still and aiming the combine load to land in a roughly defendable area. The sky then gave way to towering structures of stone and mortar; there was a heat that wafted through the air, no doubt from the fires that raged unattended.

"Get ready, Private, this is going to be rough," warned Sunny.

Star watched as the ground approached rapidly. She braced herself the best she could while flapping her wings as fast and hard as she could. Combined, the two mares were able to make the crates stop with little jostling. Both Sunny and Star panted hard, their hearts beating fast and furiously, threatening to burst out of their chests at any moment. After taking in gulps of air, the two of them quickly looked up and watched as the Nightingale started to move away from the city.

"Well, the hard parts over, now all we need to do is –"

Sunny was cut off midsentence by the loud gasp of Starburst. She quickly looked skywards and gasped in horror. A blazing shot of cannon ordinance whizzed through the night and struck the bridge of the Nightingale. The bridge of the airship exploded, causing the balloon attached above it to ignite and further increase the explosion's magnitude. The two mares watched as the remnants of the ship cascaded down in a rain shower of fiery destruction. Starburst couldn't stand up; she fell back on her haunches, her mind unable to fully process what she had just seen. The Nightingale, its crew, the Royal Guards, and the Medics, all of them were gone in mere minutes after the two of them had jumped off. Star didn't even realize that Sunny had walked up next to her and placed a hoof on her withers in comfort.

"Say a prayer, Daisy. A lot of our brothers and sisters didn't get the chance to."

Star new of death, it was hard to escape it. Old relatives, grandparents, pets, they all died at some point, and even some young ponies like her, usually due to a bad accident, or some debilitating disease. But this, these ponies, whom she only known for a few hours, had so quickly and so violently been killed before her eyes. Their dreams and hopes brought to an end. Their family and friends, their lovers, they'd never get to see them again. Star's eyes stung with tears as sadness gripped her heart, grinding her teeth and squinting out of anger.

"Alright, let's hunker down someplace and activate the crystal."

"Sunny, the Nightingale is gone...no pony's going to come and give us backup," said Star.

"No, somepony will. The TactCrystal sends a magical energy signal that can be picked up by any Equestrian devices that are scanning right now. I have no doubt that a lot of ponies and griffons saw the Nightingale go down, which means they may've also seen us dropping out from it," said Sunny.

"So what now, what do we do now?"

"We hide, we keep watch over the supplies, and we fulfill our mission. Let's make sure that their deaths weren't in vain. I know you're angry, sad, and scared right now rookie, but right now I need you to mare up and watch my back." Sunny then draped her foreleg around Star, bringing her into a half hug. "I'll keep you safe, no matter what; I promise you'll see your family again."

Starburst leaned into the hug, finding comfort and solace in the older mares embrace. "Thank you."

"C'mon, let's hide."

* * *

_**2 Hours Later...**_

When Star left Canterlot, it was six o'clock. Five hours from there to when she awoke, it was eleven o'clock. Fast forward to now, it was at least one in the morning. Although that's what the clock read in the building they were in, it felt like the day had already begun. The orangey hue of the sky, compliments of the fire, made it appear as if it were day and severally messed with Starburst's internal clock. Every now and again she'd catch herself dozing off, sometimes she she'd slap her cheeks to keep her awake, but she quickly gave that up when her cheeks began to throb in pain. She then resorted to nipping at her foreleg, but again, she stopped when she saw she was drawing blood.

Despite Sunny Skies' numerous offers to let her catch a few winks, Starburst refused. She didn't want to be asleep should something happen, or if an enemy were to sneak up on them while she was out. Dying peacefully was one thing, but dying in your sleep, knowing that you could've prevented it was something she was not ready to let happen.

The two of them had taken refuge in an abandoned building a few feet from the crates of supplies. The crate was hidden behind some rubble, using the parachute to cover it up to make it look like it was part of the rubble, making it hard to see unless you had their vantage point, or an aerial one. The area was an enclosed park, buildings on either side, with four ways in. One from the building they currently occupied, the second from the structure across from them, and the third and fourth were to their left and right. Entrances used for pedestrians to cross one side of the block to the other.

For some ponies, going through everything that Star has seen, such things would make other ponies reconsider ever joining Royal Guard, maybe even quit all together. But not Starburst, she knew that along with the honor and glory you must also take the gritty and the dirty. And right now, it didn't get any grittier or dirtier than where she was right now. Quitting after everything she had gone through would not only insult the ponies who died today, it would tarnish her honor as a mare, and a Princess.

"Hey, Daisy."

Star was snapped from her reverie and glanced over at Sunny Skies.

"What's up?"

"Just wondering, what was your life like, you know, back home in Canterlot?"

"Well...it's nothing grand. My life was great; I have a Dad who used to be a Royal Guard stationed at the Crystal Empire. A little brother, a unicorn, he's really into magic and books, I mean, I swear every time I see him he has his nose in one. And then there's my cousin, he's in the Guard; he taught me everything I know, and then some. Only..."

"Only what?"

"Apparently he had it rough during his academy days, and even during his service. I never knew anything about it, and...I feel terrible that I couldn't do anything to help him..."

"You're cousin, how old is he," asked Sunny.

"He's twenty-five – scratch that, he'd be twenty-six now."

"Well that means you were only a filly, maybe he didn't want to burden you with all his troubles, maybe you were the reason he kept on going, his inspiration not to look uncool in front of his cousin."

Star thought it over for a minute, she'd never considered that. She did remember times when he would take time out of the day to play with her, or to look after her and Nighty when her parents had something important to do.

"So, what about your mom?"

Star's gaze turned downcast, "My Mom...she's… she's really smart, pretty much a genius. She's even great at magic; it's more or less her special talent..."

"You don't sound like you're too fond of her."

"She never really liked the idea of me joining the Royal Guard, even though she said she'd support me in my decision, deep down, I knew she didn't want me to succeed in getting in...A couple of days before I left, I had a fight with my parents, I think I hurt my Mom...I mean, I know I'm not the perfect daughter she hoped for, I can't help it that I was born a pegasus! I just wish that...that she could see who I am and be proud either way...!"

Sunny Skies gave her companion a sympathetic look. "In a way, we're similar. My Moms never really understood why I wanted to join the Royal Guard. They're a part of the fastest and most highly decorated flight team in Equestria. And I've inherited that speed, agility, and fast reflexes. But it didn't feel like my talents weren't being put to good use just doing air shows and races. My Mom, Spitfire, was head of the Wonderbolts Academy, so she knows a thing or two about having a sense of responsibility. My other Mom, Fleetfoot, she needed more convincing before she came around. But the point is she _did _come around. Don't write off your mom just yet, if she's anything like mine, she'll love you either way."

_I just hope I live long enough to find out..._

Sunny's ear flicked, her body tensed as her eyes scanned over the area. Star quickly joined her in surveying, her heart nearly stopped when she saw them. Two griffon soldiers were entering from the west opening. They were garbed in dark gray armor, metal gauntlets with razor sharp claw attachments that clicked against the stone pathway. They each had a sword strapped to their backs, a full chest plate, and protective helmets.

"Not much room to get in a decisive blow, best bet is to strike at their jugulars, it's the most exposed, but they know that and they won't make it easy," whispered Sunny.

"We're seriously going to fight them," whispered Star.

"Not unless they see the supplies, if they leave and don't see them, we won't, but if they do, we have to strike fast or else they'll call for reinforcements. You see that," Sunny pointed at a crystal that was embedded into a collar griffons wore around their necks, "that's a TeleCrystal; they can use it to call out their position and communicate between their fellow griffons. If we can get those collars, we'll be one step ahead of them, if we're lucky, we can get those to somepony on our side so can intercept their communications."

"Sounds like a plan," said Starburst as she gulped.

The griffons continued to walk around the mini-park, seeming agitated by their search.

"Damn it, why do we have to go searching this area," groaned the brown feathered griffon.

"Because, they shot down that airship," answered his partner with purple feathers.

"Yeah, but it went down in flames, _way _over there! There'd be nothing left but burning carcasses and twisted metal."

"Reports say right before they blew it up, something dropped out of it, and that's what we're looking for."

"Big deal, I say, we leave. Grab a crossbow or two. Smoke some scared little ponies out of their hidey-holes and use'em for target practice," he said with a wicked grin.

"Yeah, you want to be the one to tell Commander Steel Wing how we screwed around while the thing we were supposed to be searching for got picked by the enemy?"

The brown feathered griffon thought it over, his face contorting as some unpleasant images appeared in his head.

"Let's keep looking," he groaned.

Starburst cursed under her breath, not that she wanted them to do all that stuff, but at least they would've given up and left. Now it looked like combat was all but inevitable. Star unsheathed the dagger from her left shoulder strap, keeping it nestled in the crook of her right foreleg. They kept getting closer and closer to the supplies and with each passing moment so too did the tension rise. Sunny already had the blades of her bracers extended, ready to strike at a moment's notice. They were getting closer to the mound of rumble they hid it behind, if they bumped into it now they'd surely be able to tell that the parachute covering it was only that, a parachute.

"Ready...steady...and –!"

"STAY YOUR WEAPONS!"

Star and Sunny turned around, in the doorway were two more griffons, both leering at them from and poised for battle.

"GO!"

Sunny leapt out the window, followed suit by Starburst. Sunny Skies aimed for the brown feathered griffon, catching him off guard, she sunk the two blades of her bracers straight into his throat. The griffon soldier reared back on his hind legs, and flailed with his forelegs, trying desperately to tear off Sunny. But she didn't release him; instead she crouched lower and forced the remainder of the ten inch blades into his throat. Sunny quickly withdrew, flapping her wings to give her leverage as she pulled back and dislodged her weapons. The moment she did, blood sprayed profusely from the two open wounds, the griffon merely fell to the ground, drowning in pool of his own crimson life essence.

For Starburst, it wasn't so easy. She was ready for the kill; she'd played the scenario almost a thousand times in her head. Fly straight ahead, cock back the right hoof, and the slash across the throat. It was a perfect, swift, and skillful kill tactic, it couldn't fail. However, when she reached her target and prepared to deliver the death blow, the griffon saw her at the last second, his face filled with horror as she saw her approach with the glinting dagger. The horror filled expression, the one you make when you see your death coming, but can do nothing to stop it. It was this look that made Starburst hesitate. Yes this was her enemy, yes they had killed hundreds, and tortured thousands more, but when it was all said and done, could she really take the life of another?

It was this question that gave the griffon ample time to reach out with his right claw and catch Star by her throat. He then pushed forward and slammed Starburst onto the ground, back first. The impact knocked the air out of her lungs; she almost passed out right that second, if it weren't for the pain of having her throat crushed from the griffon. The terrified look in his eyes was gone now, replaced by murderous intent. The griffon continued to squeeze tighter around Star's throat, making her flail as she swiped the dagger back and forth. The blade nicked the griffon across his cheek, the red gash bled, stinging like Tartarus. The scarred griffon used almost all his strength now, Star felt like she was about to pass out, her throat about to collapse at any second.

Suddenly two golden blades sprouted out the griffon's neck. He let out a pained, gurgling noise as he attempted to scream in pain. Star felt his grip loosen; her eyes looked further up and saw Sunny Skies, standing on his back, her blades piercing the griffon's neck. Starburst rolled out from under the griffon and quickly stood up. She then watched as Sunny made a jerking motion and stretched her forelegs outwards, the resulting motion allowed the blades to sever the rest of the way through, completely decapitating her enemy. Sunny then jumped off and allowed the beheaded body to fall to the ground.

She huffed and panted, looking up at the window where the other two griffons were still lurking in wait. Star made her way closer to Sunny, only to get slapped across the face. It wasn't too hard a slap, but it still stung considering what she had just been through.

"Sunny?"

"You idiot! Never hesitate when going for the kill! These aren't dummies that bleed sand when you cut them! This is real, flesh and blood, combat! You kill or you die, those are your only options, got it," asked Sunny, her tone was aggressive, yet held great authority.

"Yes Ma'am!"

"Good, let's fly!"

Without another moment to spare, Sunny and Starburst unfurled their wings and took off into the sky. It wasn't long before they heard the shouting of the griffon soldiers and clanking of their armor as they gave pursuit.

"Wait, we can't just leave the supplies behind like that!" Star shouted.

"Don't worry; I left the TactCrystal on the crate. Eventually they'll find it, but for now we have to lead these plot-holes away from the crate!"

Star and Sunny continued to fly through the ruined half of Stalliongrad. As they flew, Star caught glimpses of the carnage that had passed through there before her arrival. Buildings were ransacked or set ablaze, the bodies of mares, stallions, and even defenseless foals, were strewn across the road, hanged from light poles, desecrated or mutilated in various forms and fashions. The young mare felt like she was going to throw up during flight. _This isn't a war, it's out right slaughter! _

"DAISY, LOOK OUT!"

Starburst watched as a griffon came charging at her with a spear, ready to impale her. At that moment she heard a whistling sound, almost like an arrow was shooting by them. It was then that her eyes caught sight of something gold and metallic find its home in the right eye socket of the incoming griffon. The attacker quickly went limp, dropping the spear, and dropping out the air altogether. Star looked over to Sunny, her left bracer's blade was gone, but after she pressed a button, a new blade popped out.

"They can be used as projectiles, I have about nine left, so stay sharp!"

The two mares continued to be pursued as they weaved through dilapidated structures, and dodged a near endless array of spears and arrows being either thrown or shot. As the duo rounded the corner down another road, they were blindsided by two griffons who tackled them. They held onto their prey tightly as all four of them crash landed onto the unforgiving cobblestone road.

Starburst was not going to repeat what happened before. As soon as she felt that their tumbling was over, she sprang to her hooves and drew out the dagger. Star then unleashed a flurry of slashes at the griffon who had brought her down. The griffon solider was taken aback by the speed and ferocity that Starburst showed, his only option was defense. The young mare then thrust out with the blade, missing the soldier by just a few inches. This was his chance, an opening. The griffon lashed out with his claws, trying to catch Starburst in her chest plate. Luckily she pulled back, but the griffon's claws made contact with her armor, scrapping against it and making a horrible screeching sound. Her eyes widened, when the griffon continued his attack, shreds of magical energy lapped off his claws. The griffon jumped back, watching the last remnants of the energy trickle away.

Star knew what he had struck, somehow his claws scratched at the glamour charm that enveloped her body.

"So, you got some fancy magic armor do ya?! Well it's not going to help! Our armor is laced with special metals that repel magic attacks, and our gauntlets were designed specifically to rip apart shields, barriers, and warding magic!"

_Oh no, if he lands another blow like that –! _"SUNNY!"

Starburst called out for her partner, but was dismayed to see that she was currently locked in mortal combat with the griffon who had assailed her earlier. Without warning, the soldier flew towards Starburst. He swiped at her with his claws, tearing some of the glamour in the process. Star quickly went on the defensive; she couldn't risk her identity being revealed now, not in front of these two, and especially not in front of Sunny Skies. The griffon continued his onslaught, Starburst did her best to dodge the attacks, but with each successful hit a little more of the glamour was torn away.

Finally, with one powerful swipe, the griffon tore away at the last bits of the glamour charm. Both the griffons, and Sunny Skies, stopped and watched as the body of the pegasus mare changed. She was smaller, only came up to Sunny's chest. She had specially made violet, custom armor that was only made for the royals of Equestria. The two griffons seemed confused by the appearance of Starburst's true form, but Sunny Skies was a different story. She could tell that Sunny knew exactly who she was, which made the expression on her face all the more grave.

Quickly, Sunny took this opportunity to attack the griffon she was fighting. With two slashes of her blades she downed the brute, and then made her way to the second. Sunny fired two blades into the exposed gaps in the griffon's foreleg armor. Starburst took the initiative and brought the blade of her dagger straight across his throat.

"What's going on here," asked Sunny.

Star turned to the pegasus mare before her, her eyes now filled with shame and sadness, "Sunny...I'm sorry…I –"

"You're Princess Starburst…what…what in Tartarus are you doing here!?" Sunny shouted.

"Sunny…it's hard to explain…"

"I don't believe this! I've been dragging the daughter of High Princess Twilight and High Prince Flash Sentry all through Stalliongrad, and fighting griffons! Oh Celestia and Luna, oh Faust above, I'm so going to get thrown in a dungeon for this!" Sunny Skies shook her head and slapped her cheeks, trying to regain her composure. "Okay, new priority: We're getting you out of enemy territory now before they figure out –!"

Sunny stopped when she heard the flapping of many wings coming towards them. Starburst and Sunny Skies turned towards the sound and watched as at least a dozen griffon soldiers descended onto the street, each one glaring at the two mares with homicidal rage and vengeance upon seeing the dead bodies of their comrades. Sunny took a defensive stance, keeping Starburst behind her and extending her wings to obscure their view of the young Princess.

"Princess listen to me," whispered Sunny, "If I'm right, flying down that road behind me will get you to the front line, try and get noticed by our troops and get to safety. I'll hold them here as long as I can."

"No, I'm fighting alongside you," hissed Star.

"With all due respect, Princess, you're an idiot! If they get ahold of you, we can pretty much kiss Stalliongrad goodbye! If they haven't figured out who you are, then that's better for us right now! So fly and don't look back!"

Sunny Skies then pulled something from her mane; it was a ruby, a particular one that Starburst had seen before.

"Is that a fire ruby!?"

"NOW!"

Sunny Skies tossed the fire ruby at the squad of griffons. When the crystal hit the ground it erupted into a powerful explosion. Blowing three of the griffons away and sending a few others onto their backs. Sunny then launched herself at the disoriented soldiers, quickly slaying the ones that were on their backs. The other griffons, after regaining their senses, roared and charged Sunny.

Starburst wanted to stay and fight, but one glaring stare from Sunny made her think otherwise. Forcing herself to turn the other way, Starburst unfurled her wings and flew off in the direction that Sunny Skies had told her, doing as she told her and not looking back.

* * *

Starburst had been flying for what felt like hours, she had to stop on a building rooftop to catch her breath. As much training as she had done, the combined stress and fatigue of the situation was starting to catch up with her body. Star gazed out across the city, the front line still looked far away. She hated herself, leaving behind a Royal Guard like that, her partner and comrade. Her eyes stung with tears as thoughts of what was happening to Sunny Skies entered her mind. Could Sunny fight off that many griffons, even after what she had just done with the fire ruby? Did they call in reinforcements? Starburst didn't want to think about, but her mind wouldn't stop imagining the worst.

_I can't believe I just left her there! We could've fought them off together! _Starburst then noticed something odd. Her right hoof was trembling, how could this be? _I'm afraid…? How…how can I be afraid!? Just because I'm alone and behind enemy lines! That's no reason for me to be…afraid._

Starburst stamped her hoof repeatedly, trying to stop the shaking. Just then she felt five thuds behind her, Star didn't need to turn around to know exactly who and what they belonged to. She could feel their eyes roaming over her body.

"Well looky what we got here fellas. A little filly pretending to be one of those high and mighty Royal Guards," said one of the griffons.

"She's got a nice flank, that's for sure," said another.

Starburst slowly reached for her dagger, unsheathing it and gripping the hilt the crook of her right hoof. Star then let out a fierce cry as she spun around to attack her enemies. Her attack was cut short, as one of the soldiers rushed towards her and backhanded her across the muzzle sending Starburst spiraling to the ground. Starburst's head was spinning, pain radiating from her right cheek, and tasting a bit of blood in her mouth. That's when Star went stiff as a board, feeling the presence of the griffon looming over her.

"Hey guys, it's been awhile since we had ourselves some 'filly fun', what do ya say boys?"

"Fine with us, just make sure you save some for us!"

Star's eyes went wide, knowing what he meant by that. She felt utterly powerless in this moment, all the training she had done, all the drills Valiant Heart did with her, the times she ran herself ragged working at Sweet Apple Acres with Del, it was all for nothing. Star had shut her eyes, tears starting to stream as she awaited the eventual pain of what the griffon was going to do to her. Star could feel the griffon's breath on her neck, sniffing, taking in her scent. The young mare dared to crack open an eye and saw her dagger lying just a few inches from her, the blade reflected the night sky above. Something in the reflection caught her eye, there was a twinkling glint. Star looked up and saw a bright yellow star twinkling, she didn't know why, but there was something about this glowing light that ignited a fire within Starburst.

She quickly grabbed the dagger, clenching the hilt between her teeth. Starburst then twirled in place and brought the blade of the dagger clean across the griffon's throat. The soldier lurched backwards, gurgling as his mouth filled with blood. The griffon kept stepping backwards, clasping his claws around his throat, trying to stop the gushing blood. It didn't take long before he fell on his back, dead. The griffons looked upon their fallen comrade in shock. They then turned their gazes upon Star, ready to make her pay for what she had done. But when they did, they did not expect what they what saw.

Starburst had spit out the dagger. She then flared out her wings to their full length, as she narrowed her gaze. The orangey glow of the distant fires melded with her coat, making the young mare appear more fearsome than she already looked. The griffons started to feel an intense pressure coming from Starburst, it was oppressive, it something they had never felt coming from a pony before, not even from their fiercest warriors.

"I am Princess Starburst!" Star advanced a step, and the griffons took a step back at the same time. "I am third in line for the throne of the great kingdom of Equestria! I do not cower, to likes of you pathetic, savage beasts! I will _NOT _fear you! You will fear _ME!_" She roared at the top of her lungs.

At that moment something happened. The yellow star twinkling in the night sky started to grow brighter and brighter. The griffon's attention was then drawn to the star, making the Princess look behind her. The same yellow star that had reignited the fight inside of her was now growing bigger, as a matter of fact, it was getting closer. The yellow star streaked across the night sky, blazing a path as it sailed over the city. Starburst knew she needed to run, but that thought came too late. The yellow star struck Starburst, engulfing her in a giant sphere of bright yellow light. The griffon soldiers stared in confusion and fright at what was happening before them.

Star had shut her eyes at the last minute, thinking that the end was here. When she opened them, she found herself surrounded by golden-yellow energy. Star's eyes then caught sight of something floating with her inside the sphere. It was a yellow ring, with a strange insignia carved onto it. The ring faced Starburst, glowing with the same power that flowed around her.

[_**Starburst of Equestria, you have the ability to instill great fear. You have been chosen.**_]

"'Chosen', chosen for what," she asked the ring.

[_**You have been chosen to bring justice to your world, to wield the power of the yellow light of Fear. Do you accept this power?**_]

Starburst didn't know what to do. This talking ring was offering her power, the power to fight back, maybe the power she needed to turn this situation around. Should she take hold of this ring, and the power it offered? It only took her a matter of seconds to reach her answer. Starburst slowly raised her right foreleg and stretched it towards the floating ring in front her.

"I accept!"

[_**Welcome to the Fear Lantern Corps.**_]

The ring turned around and slipped itself over Star's right foreleg. Starburst then felt a surge of power course through her veins, charging every cell, every molecule within her body. The yellow light then lashed out at Starburst's armor, breaking it down and reconstructing it. A black mesh like material formed over her body. The armor pieces then latched to her body. Her hind legs and forelegs had yellow boots and bracers, with silver studs on the sides. Her chest plate had the same insignia as the ring, with eight feathers fanning out from it. Her wings took on a golden metallic appearance, sheening in the light of energy sphere. Star's purple eyes then changed color to that of the energy that swirled about. And finally a helmet formed around her head, with a face plate to obscure her identity.

The sphere then broke apart, revealing the new Starburst. The griffons didn't know what to make of it, and neither did Star as she expected her new uniform.

"ATTACK; KILL THAT PEGASUS BEFORE SHE TRIES SOMETHNG!"

The griffon soldiers all took flight and prepared to pounce on Starburst. The young mare looked up and, as if by instinct, she brought up her right hoof. The ring started to glow with intense power. She then swiped her hoof in an arc in front of her. At that same time a cutlass sword, formed from yellow light, materialized before her. The sword construct then followed her movement and cut down all four of griffons in a single motion.

Star's eyes went wide at the sight of what she had done. All four severed griffon bodies fell onto the roof in a bloody mess of parts. She then watched as the construct sword turned into particles of light, disappearing into thin air. Starburst then looked down at the ring.

"What…what are you?"


	4. The Brightest Night

There were few things in life that rendered Starburst speechless. The day her little brother was born, the first time she took flight and soared into the skies, or the first time when she saw how noble and just the Royal Guards were in defending the citizens of Equestria when she was a filly. Now a new first was going to be added to that list, the night when a yellow ring fell from the sky and granted her unbelievable power.

Starburst was standing on the rooftop of a ruined structure. Her body glowed with the golden aura of the ring. Before her, a couple of feet away, laid the dismembered bodies of the griffons that had tried to attack her. Star found herself staring between the glowing ring upon her foreleg and the bodies in front of her, trying to understand how it was that she just did that.

"What…what are you?"

[_**I am a weapon, designed to harness the power of Fear, and to allow my Bearer to wield it as they see fit.**_]

Starburst would've jumped, if it wasn't for the fact that the ring was now fitted around her foreleg.

"A weapon, so… what can you do?"

[_**My functions include: Flight, Protective Aura, Light Constructs –**_]

"Okay, okay, stop! I don't understand what you're saying! Just, just give me a minute!"

Starburst needed someplace to think; someplace away from the carnage she just created. The young pegasus mare then unfurled her wings, she was about to take flight when a yellow aura erupted from her body. At that moment she was propelled into the air, unfortunately it was at ten times the speed she was used to. A trail of yellow light was left in her wake as she soared higher and higher into the sky, screaming her lungs out as she did so.

The world below her started to shrink, at some point Starburst had closed her eyes but couldn't find the courage to open at that moment. Starburst adjusted her wings, concentrating to make herself stop ascending. Thankfully, Starburst came to a stop. The young mare took a few calming breathes before slowly opening her eyes.

"Oh, buck me…"

Starburst found herself high in the sky. Stalliongrad wasn't even a speck, all she could see were landmasses and bodies of water. Star looked up and saw the vastness of space, dozens of tiny stars twinkled in the heavens above. Star deduced that she was in the upper atmosphere, at the very least. But the strange thing was she was able to breath, which didn't make sense since there really shouldn't be any air at this altitude.

"Where the hay am I now?!"

[_**Current Location: 600 miles in the exosphere of planet Equis.**_]

"SIX-HUNDRED MILES!?" Starburst looked down once again, yep, that was about right. "Okay, I-I need to get back to Stalliongrad. What if I just angled out and slowly…?"

As if on cue, Starburst quickly began her descent back to terra firma. Just like before, she soared down in a streak of yellow energy, screaming her lungs out for the second time. This time, however, she did not close her eyes and opted to watch every minute of her quick plummet. The landmasses and bodies of water soon gave way to a single large landmass. Afterwards small things were coming into view, little fires, the flash of explosions, and one city that was becoming bigger by the second. Star desperately tried to slow herself down, but it was becoming hard to do so with the strong g-forces.

Her yellow star streak eventually struck a tall structure, piercing through several floors till she came to a stop at the ground floor. Starburst laid there splayed on her back. The teenage mare groaned, not really out of pain, to be honest, she felt none. It was more from the rush of everything that had just happened to her. She then looked up and saw the hole she made through several floors and then the subsequent crater in the lobby.

_Well, I'm back in Stalliongrad…that much I'm sure of. _

Star then peeled herself off the floor and made her way back up the hole and onto the fifteenth floor. She then found a vacant room and secluded herself inside. It was a simple apartment, a couple of couches with a coffee table set at the center. Three windows that offered a perfect view of the ruined city, and lastly a kitchen that hadn't been used. Despite the situation it really wasn't a bad place to relax. Star plopped herself on the nearest couch and sighed heavily, thanking Faust for the slight reprieve.

"Okay Star, let's assess the situation. I am currently in position of a powerful weapon – that I have no idea how to control – that can also talk, I'm stuck behind enemy lines in Stalliongrad with no back up, Sunny Skies is…is probably dead, but I doubt it, hopefully. And to top it all off no pony knows I'm even here and probably won't know to rescue me!"

Star groaned in frustration. She reached to touch her face but was impeded by the helmet still surrounding her head.

"I don't need the helmet anymore," she said.

[_**Acknowledged.**_]

The helmet disappeared and allowed Starburst to feel the air upon her face. She noticed that the air wasn't as heavy as it was when she first arrived; it was clearer and not as heavy with heat and debris.

"Thanks ring. So, you're a weapon, I'll buy that. But why did you choose me, why did you come to me of all ponies?"

[_**Bearers of the yellow power ring are chosen for their ability to induce fear in other living beings. You, Starburst of Equestria, have such ability.**_]

"My special talent is 'intimidation', but is that all!? Just because I can scare others, that's the only reason why you appeared to me?!"

Starburst had long considered what her special talent truly meant. It was her cutie mark that helped her decide what she wanted to do, the best place for such a talent would be the Royal Guard, at least that what she had reasoned. It made sense, a Royal Guard needed to be intimidating and fierce, how else would they be taken seriously when trouble started? But to be chosen just because she could frighten ponies, and griffons, into submission, it was almost sinister.

[_**Another parameter for selection, the bearer must also display that they possess a great since of justice, and are of good moral character.**_]

Starburst stared at the ring in disbelief, "Seriously?"

[_**Affirmative.**_]

"Fear…as a means to bring about justice?"

Starburst thought hard about what the ring had said. True, when she stared down those griffons, it was mainly to instill the fear of the Goddess within them. They had cowered from her gaze, yes, but could her intimidation really be used to bring about justice.

_Well, when you think about it, it's not that different from what I wanted to do in the first place_, Star thought. _The Royal Guard would've given me a way to use my special talent to make criminals fearful of breaking the law, or make killers like the griffons wish they never laid eyes on me. Can I really use fear as a force for good._

Starburst continued to stare at the yellow ring as she debated the logos and pathos of using fear as a weapon to fight evil. However, her inner debate would have to be put on hold, for the ring started to blink rapidly.

"What's wrong?" asked Star.

[_**Fear of death detected. Multiple hostiles approaching, bearing south southwest, distance 800 meters. Warning: noncombatants detected as well.**_]

Starburst shot up from the couch and quickly made her way to the center window. The young mare squinted her eyes as she peered down the road, she could make out a mass of some sort, but she couldn't quite make out what it was.

"Ugh, I can't see, I need –!" Answering her wish, the ring created a yellow construct of a pair of binoculars, quite advanced looking ones from what she could tell. "Um, thanks."

Starburst let the binoculars come closer to her eyes so that she could see. As she looked through them, the construct gadget zoomed in on the faraway image. After some focusing, she was able to see a large contingent of griffon soldiers. At the head of the group was a silver griffon, with a scar over his left eye and mechanical, metal wings. Before him was a unicorn stallion, an earth pony mare, and two fillies.

"Steel Wing," she whispered, remembering the griffon from when he and the other Wing Commanders visited Canterlot, "what in Tartarus are you doing?!"

Steel Wing seemed to be preparing to fight the unicorn stallion, showing little if no concern. Starburst watched as the stallion unleashed a beam of pure magical energy at Steel Wing. Starburst ground her teeth in frustration at the sight.

"Dammit, get out of there! They're armor repels magic! Get your wife and kids and _RUN_!" Star screamed.

Her cries fell on deaf ears, as the beam struck the metal wings of the griffon commander. Starburst then watched in horror as the griffon swiftly decapitated the stallion in one motion. Star's jaw dropped, she looked away for a moment, cursing the griffons name to Tirek. Gathering her courage, Starburst dared to look again and saw that the mare and fillies were still there, not yet harmed. But by the looks of the four griffons in the group that would soon be change, fast.

"Ring, how can I use you to fight back?!"

[_**This unit can deploy a number of yellow light generated constructs, anything from weapons, to miscellaneous objects. So long as you feel the power of Fear, the only limit to what this unit can create is your imagination.**_]

Starburst looked at the binoculars, and thought back to the sword she had created to cut down those four griffons from earlier. A confident smile formed on Star's muzzle as a yellow aura flared to life around her.

"Ring, let's see how powerful you are."

[_**Affirmative.**_]

* * *

_**Present...**_

Starburst stood before Steel Wing and his remaining soldiers. The fear that radiated from the three soldiers was a plain to her as the sun was in the morning sky. She could tell that they were terrified of her, it was almost exhilarating. Steel Wing, however, had just a faint spark of fear within him. His years of service and numerous battles had most likely hardened the griffon commander, making it hard for him to scare easily.

Although she sensed their fear, Star could also sense the mare's and fillies' fears. The mare, the mother of the foals, she feared that her children would be killed by either Starburst or the soldiers, and right now the mare did not know which was worse. The two fillies on the other hand were terrified. Their father cut down in front of them, the horde of griffons slain and decimated, children weren't meant to see such things.

"Miss," spoke Starburst, "take your children and run as far away from here as you can."

The mare seemed hesitant, not sure if she could trust this unknown pegasus. True she saved their lives, but was it only so she could kill them later?

"You don't have a lot of time! You need to run!" Star then looked down to the body of the slain stallion. "Don't let your husband's sacrifice be in vain..."

That seemed to drive the point home. The mare quickly threw her fillies onto her back and dashed off down the road; she turned for a moment and mouthed a "thank you." With her gone, Starburst could now focus her full attention on the four griffons before her.

"You destroyed most of my troops, and spared a mother and her children. I can't tell whether you're the deadliest opponent I've ever faced, or if it's just all for show," chided Steel Wing.

"You're in command of this invasion?"

"I am what of it?"

"That just means when I kill you, this whole thing ends."

Steel Wing chuckled at Star's statement. "Dear girl, you are more of a fool than I previously thought. Killing me may stop the battle, unlikely, but it is possible. But the war will continue."

Starburst crouched low into a fighting stance, "I'll settle for Stalliongrad's freedom for now!"

Steel Wing smiled wickedly, he then motioned with his right claw for his soldiers to attack Starburst. When none of them moved Steel Wing turned his head to look at them with a piercing glare.

Starburst could yet again feel the fear of the three soldiers. They feared her, that was a given, but for some reason they were more afraid of being punished by Steel Wing. One of the soldiers flew up into air and dove down, his claws bared and ready to tear her apart. Although they couldn't tell, Starburst was grinning behind her faceplate. She then concentrated; yellow light began to gather around her right foreleg. When the griffon was in range, Starburst lifted her right foreleg and thrust forward. The light solidified into a claw construct, with rough jagged edges that appeared to be more akin to that of a demonic creature.

The claw construct reached out and grabbed the griffon, catching him at the chest. The griffon soldier flailed and tried desperately to claw his way out of the construct. Starburst found it strange; she felt a slight connection to the claw. She could flex the digits, apply pressure, she was starting to see why her Uncle Spike, as well as Claire and Turquoise, liked using them so much. Getting back to the matter at hoof, Starburst clenched the claw. There was the rather subtle cracking sound, and gasps of air turned into gargled wheezes. The soldier went limp and Starburst, unceremoniously, thrust her claw into the side of a building, the construct fading upon impact.

One of the soldiers took this opportunity to attack Star, drawing his sword and bringing it down in an overhead strike. Starburst quickly jumped back, allowing the griffon's blade to strike the road. The soldier didn't let up, he then charged for Star, slashing with his blade in a frenzied, panicked fashion. Starburst quickly erected an attached round shield to her left foreleg, the insignia of the ring etched at its center. The griffon's blade continuously struck the shield; sparks flew off in every direction as Starburst hovered in midair while the griffon assaulted her.

The shield showed no signs of breaking from the constant attacks, but it was starting to annoy Star with every impact. The griffon drew back a bit and came in for a thrust. Starburst cocked back her right hoof; the ring began to shine with an intense golden light. The moment before the griffon got close; Star punched forward and unleashed a powerful blast of yellow light. The energy beam quickly engulfed the griffon and incinerated him on the spot. Not even ash was left.

Starburst returned to standing upon the ground, staring down the only remaining soldier and the commander, Steel Wing.

"If you value your life, you'll leave now. This is my only act of mercy," spoke Starburst in a deathly serious tone.

It seemed that this griffon was smarter than his now deceased companions. The griffon quickly did an about face and prepared to take off. But before that could happen, Steel Wing used one of the quills on his metal wing to stab his soldier straight through the heart. The griffon soldier looked upon his commander, his expression full of betrayal and disbelief. While the commander's expression remained cold, hard, and unforgiving. Steel Wing then retracted his quill and allowed the body to slump to the ground.

"How could you do that!? He was your subordinate! I showed him mercy!"

"You seem to suffer under the delusion that there is honor in battle. There's only honor for the victor, and for the soldiers who follow the orders, obediently. By turning his back and choosing to run, he had lost that honor, thus losing his rite to be called a soldier. That death was the greatest honor I could bestow upon him," said Steel Wing.

"Even to your own, you act so cruelly."

"It is because of that kind of harshness that we, as an Empire, have grown stronger! Unlike you weakling ponies, your notions of peace, friendship, and love, they've made you soft. You rely on your High Princesses to defend you, to coddle you in times of peril; it is these very shortcomings that have led to Stalliongrads fall." Steel Wing took a moment to regard his fallen and the slain stallion. "But their deaths were not a waste, I've more than learned what you're capable of, or at least I have an idea."

"Oh really?"

Steel Wing began to circle Starburst, prompting the Princess to do the same. "I've learned that whatever power that trinket on your leg possesses, it isn't magic based. Otherwise their armor would've protected them from your assault earlier. It also appears to be versatile, changing to whatever you need it to be upon a whim. Such a weapon is I have to say, quite a bit beyond the capabilities of you equines. For that matter, I'm not sure any nation can claim to be so advanced. Which begs the question of where a young mare such as yourself procured such a powerful item?"

"Not telling."

"Good, there wouldn't be any fun in making you squeal otherwise!"

Steel Wing lunged for Starburst. She quickly flapped her wings and ascended into the air. Star then fired a concentrated yellow energy beam right at Steel Wing. The griffon commander, though he appeared old, had quick reflexes. He sidestepped to the right and flapped his wings to propel him further. The beam struck the ground, resulting in an explosion that buffeted the sliver griffon.

Starburst summoned a volley of construct arrows. With a wave of her hoof the arrows launched themselves at Steel Wing. The scarred one wasn't going to be easily killed like his underlings. He quickly used his wings to deflect or shield himself from hits that would've been fatal. Steel Wing then flew up into the air and flapped his two wings simultaneously in front of him. The resulting flap let loose dozens of sharp panel quills that whistled as they cut through the air. Star ceased her arrow attack and brought up a barrier around herself. The panels struck the barrier with impressive force, pushing her back with each hit.

Steel Wing, using his last attack as a distraction, flew above Starburst. He then balled up his claws into fists and dove down. Cocking back his right fist he then struck the barrier. The power that the punch carried made the spherical barrier go down a few feet. Star looked up and saw Steel Wing and prepared to counterattack. Just then the metallic winged griffon struck again, and again, and again. Rapidly he started to pummel at the barrier, Starburst was having some trouble maintaining the shield. With every strike she could feel the pounding resonate in her skull, making it hard for her to concentrate.

"I see you have a problem with offense while you are defending! I should think that item wouldn't have much trouble attacking and defending, so the problem must lie in the wielder!"

Steel Wing brought both of his fists together, interlocking each claw, and dealing a powerful hammer fist blow to the barrier. That blow seemed to hit Starburst hard, her concentration faltered, causing the barrier to shatter apart like fragile glass. Star fell to the ground, she hurriedly tried to get up, only to have Steel Wing descend from the air and pounce right on top of her. The wind, for the third time that night, was knocked out of her lungs, making her gasp for air, she might've even felt a rip crack.

Steel Wing quickly took hold of her right foreleg with his left claw, bringing the ring closer for him to inspect. "Yes, this is the item from which your power stems." The griffon commander then proceeded to wrench the ring from Star's foreleg, but no matter how hard he tried, the ring wouldn't slip off her. "I see, guess it's plan B: remove the whole right leg."

Star was drifting in and out of consciousness, her chest and stomach hurt, she tasted blood in her mouth, and her vision was blurry. Fortunately, or unfortunately depending on your perspective, Starburst regained enough of her senses to watch as Steel Wing maneuvered one of his mechanical wings to the crease of her foreleg. Starburst remembered what he had said about taking her foreleg, and with one mighty shout she cried.

"**NO!**"

[_**Fear Shine: Activated.**_]

"What was –?!"

The ring let loose a blinding flash of yellow light. Starburst then heard wailing and screaming coming from Steel Wing, thanks to her helmet, she could see exactly what was happening. The griffon was starting to back up from Starburst, screaming and crying in pure terror and agony as the light continued to shine. He tried to cover his eyes with his wings, but even that didn't seem to stop whatever it was that the light was doing to him.

"NO! STOP! KEEP IT AWAY FROM ME, KEEP IT AWAY FROM ME! I DON'T WANT TO SEE IT! I DON'T WANT TO SEE IT!"

Starburst slowly got up, her chest hurting with every movement and every breath she took. She continued to keep the ring's shine pointed towards Steel Wing, watching him writhe from its withering glow.

"I don't know what you're making him see, or how you're doing it, but keep shining!"

The light glowed with even more strength, causing Steel Wing to scream in terror to the point where Star thought his vocal cords would snap and that his lungs would explode from the strain that he was putting on them, like she could care less.

Finally, after about a minute of prolonged exposure to the light, Steel Wing took off in the opposite direction; his wails could be heard through the silent streets as they continued to get further and further away. Once she was sure he was gone, Starburst commanded the light to cease. When the light dimmed to its normal glow, Starburst placed her hoof back on the ground, and used the other to cradle her injured underbelly.

"W-What was that?" asked Starburst.

[_**Fear Shine: yellow light is emitted at a high output, allowing this unit to infiltrate the selected target(s) psyche. Once infiltrated, the yellow light then bombards the target's mind with flash images of the thing or creature that the target most fears. Continued exposure to the Fear Shine induces psychotic breaks and in some cases death, dependent upon how strongly the images are received.**_]

"It didn't affect me. Can I assume that I can't succumb to the Fear Shine?"

[_**Correct. However, this unit does not recommend that Bearer use the Fear Shine again. In cases where the target's will in stronger, the effects of the Fear Shine could backlash. Recommend further training before use again.**_]

"*cough* I'll file that under 'important stuff I need to remember' *cough*." Star could still taste blood in her mouth, and the pain in her chest wasn't subsiding. "Ring, how bad am I, right now?"

The ring created a display, showing Star's body and highlighting certain areas around her chest region.

[_**Bearer's vitals are erratic. Multiple fractures detected within ribcage, punctured left lung, and hairline fractures detected within right avian appendage. Recommend immediate medical treatment.**_]

Starburst coughed again, she opened the faceplate enough so that she could spit out the blood instead of swallowing it, after doing that about three times, Star took in a few raspy breaths.

"No can do, right now I'm the only one who can really make a difference in this battle. Steel Wing is gone, which means that they'll be scrambling to figure out what to do next. I need to hit them, and hit'em hard *cough*!"

[_**Warning: Detecting incoming vessels from the North and South.**_]

With a mere thought, Star recreated the binoculars from earlier. She aimed them towards the North and spotted a fleet of Equestrian airships coming. When she turned to the South, Star saw a fleet of Griffonian airships also incoming, although their fleet was smaller, most likely counting on the captured anti-air cannons to aid in their air supremacy. Even with reinforcements, if the AA cannons were still under enemy control the chances of them being able to do anything was slim to nothing. Images of the Nightingale started to flash in Star's mind, remembering the sight of the burning vessel as it fell from the sky with all those lives still trapped on it when the ship exploded.

_I will _NOT _let that happen again!_

[_**Power levels now at 80%.**_]

* * *

[_**Power levels now at 62%.**_]

"NOT HELPING," screamed Starburst.

The new Fear Lantern was currently in the middle of battle with dozens of griffon soldiers. Construct bandages were wrapped around her chest and midsection, they did a well enough job of keeping everything in place, however, that didn't do much for the pain she was feeling. Despite it, Starburst pushed through it, one way or another, she was going to take control of these cannons away from the griffons if it killed her, and she had no intention of dying today.

Griffons continued to try and stop her, shooting crossbow bolts, lobbing spears, and even going so far as to foolishly engage in close combat. Starburst made them regret that very quickly. Luckily for her, using the ring to fly meant that she didn't have to use her wings to do so, it took Star a bit of time to adjust to flying without the use of her wings, but she was a fast learner.

Starburst continued to weave in and out of city streets, speeding towards the cannons as they came into view. They were truly a marvel of equine engineering, on three towers using twice the amount of blasting powder, with a longer barrel, and improved sights to better acquire a target. The cannons were set up on three different towers, each one had four cannons, and all were able to rotate at three-hundred and sixty degrees, thanks to a powerful magic fueled engine at the base of the fifty stories tall towers that drove the mechanisms that enabled it to swivel. That area was extra fortified to prevent structural collapse and to keep the engines from being hit from stray shot.

The Fear Lantern could already see the cannons getting into position, any minute now the fleet would fly right into a shooting gallery. Star wasn't about to let that happen. She poured on the speed to hasten to her objective. A line of griffons appeared up ahead, releasing wave after wave of explosive crossbow bolts at her. Star's aura field kept the explosions from harming her, but the shockwaves were rattling her insides, which only caused her more pain. Gritting her teeth, Star created a large battering ram in the shape of an actual ram's head. The griffons continued to fire bolt after bolt, but the construct would not break.

Cries of pain and agony echoed out as Starburst smashed through their lines, sending many of the soldiers slamming to the buildings or flying off to parts she knew not where. News traveled fast about the golden armored mare who wielded a strange power, all the griffons in the area flooded towards the cannons, hoping to stop her. When Starburst reached the cannons she let out an annoyed grunt. Hundreds of griffon soldiers were hovering in the air, ready to stop her from advancing further.

"Seriously, did they call in the whole army just to stop me?! That's actually flattering," said Star wistfully.

The air was charged with the roars of the griffons as they all flew towards Starburst. Each one grabbed hold of her, one piling on top of the other. More and more clung on till they were a giant ball of mashed up griffons. Their version of a dog pile, she supposed. A yellow light started to shine in the cracks between the bodies. It flashed more rapidly by the second, until the flashes culminated into one giant burst.

"AAAAAAAAAAAAAAAHHHHHHHHHHH!"

Starburst shouted loudly as the power of her aura threw griffons from her, scattering them to different parts of the city at terminal velocities. She panted hard, yet painfully, as she took in air. Now that the way was clear, she was free to liberate the cannons.

_Have to make sure to weed the griffons out. The cannons can still be used to defend Stalliongrad if they try to invade, again_, thought Star.

[_**Power levels at 55%.**_]

Something told Star that the decreasing power levels of the ring wasn't a good thing, but right now she didn't exactly have time to deal with that at the moment, and opted to try and make her attacks less big and more precise.

Starburst flew through the open window of the first tower. From the outside, flashes of yellow light could be seen emanating from the windows, along the subsequent screams of a fallen griffon soldier. Star worked her way to the top of the tower, surprising the gunners within. Two of them tried to rush her, but two quick claw constructs slamming them into the hardwood floor stopped them dead in their tracks. She then tossed the two griffons out the nearest window, not even wondering if they were conscious. The third griffon brandished his claws and tried to swipe at Star. She wasn't in the mood to be doing some fancy dodging, so she pointed the ring at the griffon and conjured a brick wall. She then launched brick wall straight at griffon. He was then crushed up against the metal wall, with the sickening sounds of pulverized bones and cartilage.

_One down, two to go..._

It was a simple matter of rinse and repeat after the first tower, and she did it with minimal damage to the cannons. Actually, by the time she had reached third tower gunner's room, she found that the griffons were letting themselves out. Kind of anticlimactic, but it saved her time, pain, and ring energy.

_Now I just need to signal our forces that the cannons are under Equestrian control_.

Starburst flew out the window and landed at the very tip of one of the cannons. From there she was able to survey that the front line had moved forward considerably within the last half hour. She deduced that it was because the soldiers who held those areas had been moved to try and stop her from reaching the cannons, the remainder of the soldiers either were taken down or ran away when they saw the tide turning. Starburst then raised her right foreleg into the air, concentrating on the image in her mind; she let loose a sphere of yellow light into the sky.

The ball of light exploded like fireworks, taking the form of the Royal Equestrian Flag. It came as a thunderous wave as many of the citizens in the city cheered at once upon seeing her signal. They knew that there was a chance for victory now. That was, until she heard cannon fire whizzing by her head. Starburst watched as the red hot ordinance struck a faraway structure, exploding against it and collapsing it in one shot. Starburst turned around and saw that the Griffonian air fleet had sped up their arrival and were now opening fire upon the city. Whether they knew that their comrades were still down there or not, Star couldn't tell. After everything she had been through this night, she'd be damned if the Empire's air fleet was going to take away their well-earned victory.

Starburst took off high into the sky. She appeared as a shooting golden star as she continued ascend higher and higher. Star then stopped when she was level with the incoming griffon air fleet.

"Ring, how much power do you have left?!"

[_**Power levels at 50%.**_]

"Hopefully that's enough..."

Starburst took in a deep, pained breath as she hovered in place. Clearing her mind the best she could as the image of what she wanted formed. Star held out her right hoof, using her left to support it. The ring shined brightly as Starburst focused her mind into creating a weapon that would take out the enemy in one shot.

Up above Star, the construct started to take form. It resembled a cannon, but not of Equestrian design. In fact, the weapon almost looked alien. The futuristic weapon was at the very least twenty hoofball fields in length, height, and width. As the cannon continued to form, the Empire's air fleet started to open fire directly at it, which only made it harder to fully form the weapon.

"I can do this! I can do this!"

At last the cannon was formed, Starburst was secretly thanking her little brother, Nighty, for without him, this weapon wouldn't have ever popped into her head. It was a weapon from a science fiction movie that she took Nighty to see a while back. It featured ponies who traveled through space, in a ship built for combat. The main weapon of this massive ship, was something called a "Wave-Motion Cannon", Star had no idea what that even meant, but when they fired that thing, it completely annihilated everything in its path.

The barrel of the giant weapon started to gather power, illuminating the night sky like a star. The Fear Lantern's ring shined with a powerful yellow light to match the one building in the cannon, Starburst started to sweat as the strain of charging and maintaining the cannon's form took their toll.

[_**WARNING: Power levels dipping below Bearer safety parameters, recommend immediate recharge!**_]

"Not really the time! Now help me target those ships!"

Upon her command a modified version of the binoculars appeared over her eyes. The readout showed distance (500klm), wind speed (10 knots), enemy numbers (132), and the effective destructive potential once they were within optimal range. The Griffonian airships continued to let loose cannon fire, some struck the giant construct, and others flew by Star or exploded near her. She continued to hold her position as the ships came into range. Soon the sights within the visor aligned as two big, bold words flashed "**LOCKED ON**".

"FIRE!"

The cannon released a thunderous blast of yellow light! The darkness of the night was chased away as everything was bathed in the golden light of Starburst's attack. The giant energy ray roared towards the air fleet, with no time to turn around, the fleet was swallowed up in the torrent of fear energy, each ship exploding like a firecracker. But even those explosions were smothered out due to the powerful energy that washed over them. After about fifty seconds the beam died down till it fizzled out into tiny particles of yellow light. They were gone; all one-hundred and thirty-two ships were completely vaporized.

Star continued to hold out her right hoof, despite the fact that the cannon was now deconstructing itself. The visor she wore scanned the area till the readout said "**ENEMY COUNT: 0**"

Starburst let out a relieved sigh as she allowed her forelegs to go limp, "Good...I...I did it..."

At that moment Star fell from the sky, free falling at a dangerous speed. She felt weak, tired, and beaten; she didn't even have the strength to stop herself from plummeting to the unforgiving ground below. Scrounging up one last effort, Starburst wrapped her body in as strong a protective aura as she could. The young Princess made impact through several buildings before coming to a stop somewhere in the city square.

Needless to say, her body was now in a great amount of pain.

[_**Power levels at 5.5%, disengaging uniform and protective aura.**_]

As it said, Star's uniform started to disappear into tiny particles of light. The bandage constructs vanished as well, inviting more pain to rack her already tired body.

[_**Unit now entering Power Save Mode, Universal Translator and Pocket Dimension Retrieval will remain in effect.**_]

"*cough*...Good to know...*cough*." Starburst looked up into the sky, remnants of the waning light she used to liberate Stalliongrad still hung in the air. Starburst smiled proudly at her accomplishments, even in her current state, she did not regret it, not one bit. "*cough* Did you see that Mom...? *cough* I *cough* did it...I helped save Stalliongrad...*cough* and I made the night *cough* bright..."

Starburst, with the last of her strength, slid the ring off her foreleg and tucked under her left wing. She made sure to keep her wing tucked tight, not wanting to lose the ring, or risk it falling into enemy control. With that, Starburst lost consciousness, her smile still held fast. The last thing she heard were the powerful cheers reverberating through the air and ground, victory had been attained.


	5. The Message

_Starburst felt weightless, lost in a sea of darkness. There were sounds all around her. The clip clopping of hooves against stone, the "whooshing" of air being blown, and the numerous voices that echoed out her name. Some she recognized, or thought she did, others she didn't at all. Then it all went silent. Starburst then saw something in the darkness. A yellow star, the glow reminded her of the ring she used. But soon there were others. A red light appeared, then orange, green, blue, indigo, and violet. _

What…what's going on, thought Starburst.

_Each of the seven stars took on the form of a pony, or pony-like bodies. The yellow star had transformed into a construct version of Star. There were no details in the construct, the only real defining feature was the construct's large, intimidating wings. The other six took on forms that Star thought she recognized, but she didn't have time to contemplate what or who they were. _

_The seven constructs each looked at each other, jumped back, and then began to fight each other. The seven lights zoomed around the darkness, letting loose blasts of energy. The blue and green seemed to team up and fight against yellow, while the orange created copies of itself to assault everyone. The violet one struck out against the orange, letting lose rays of violet light that encased some of the copies in sapphire crystals. The red and indigo constructs flew all over the place, the indigo seemed reluctant to strike back at the red, instead opting to channel its light, along with blue and green to subdue rather than kill, which seemed to be the opposite of the red's intentions. _

_Starburst didn't know why, but watching these seven lights fight each other, duking it out in the darkness, it felt…wrong. _

"Stop it," she said in a hoarse voice.

_The lights continued their battle. _

"Please…stop fighting!" Star cried a little louder.

_Somehow the constructs did indeed stop, all seven looking at her as if they just now acknowledged her presence. Star was happy that they stopped fighting, for some unknown reason, she felt as if they weren't really meant to fight each other. That's when something else made itself known. The darkness around them started to come to life, black tendrils lashed out and tried to make a grab for the seven. They seven constructs separated and started attacking the dark tendrils instead. Green, blue, and yellow teamed up and started fighting side-by-side. Orange used its copies to keep Violet safe. Red and Indigo worked in tandem, fighting in perfect sync to stave off the shadows. _

_Suddenly, Star felt something wrapped around her hind legs. Starburst gasped when she saw the shadows coil around her legs and slowly creep up. Before she could yell, two more lashed out and grabbed her forelegs. Another three constricted her torso, and two more wrapped around her neck and mouth. Starburst struggled against the tendrils, her screams muffled by the darkness around her mouth. The tendrils continued to coil around her body, slowly engulfing her. Star continued to watch as the seven light constructs fought against the darkness. _

_At some point they saw Starburst and rushed towards her, but that was the last thing she saw before the tendrils wrapped around her eyes and made everything go black. For a few seconds, Starburst thought she was dead, but then another strange occurrence happened. White light began to pierce through the dark tendrils. The tentacles hissed and writhed in pain as the white light continued to shine and chase away the shadows. At last Starburst was freed, her eyes fell upon the sight of the seven lights, having become stars once again, floating at the center of a giant white light. _

_Starburst didn't know what this was. She knew she had to be dreaming. There was no other way to explain it. The white light continued to shine brighter and brighter till she was bathed in it and felt nothing but peace. _

"_LIVE."_

* * *

Starburst's eyes shot open, waking with a start. She quickly sat up and immediately regretted doing as pain radiated through her chest and body. Starburst felt the tingling sensation of magic all around her body, forcing the young mare back down. Starburst started to struggle against the aura, thinking that she had been captured by the enemy and was now being held hostage.

"Star, calm down, it's me, Nidra!"

Starburst immediately went still and took in her surroundings. She was lying on a bed, in a recovery room at some hospital. She assumed it was a hospital, given the usual sterile smell that accompanied such facilities. There were no other beds in the room, deducing that she had been put in a private room. There was a window to her left, allowing her to see the blue sky. Also to her left was a heart monitor, its beeping was rather rapid given Starburst's current state. Along with the monitor were some I.V. bags with tubes tracing towards her neck and left foreleg.

Starburst finally turned to her right and saw that Nidra was indeed there, her horn aglow as her aura continued to keep Starburst immobilized. Her eyes seemed puffy and red; her usually well-kept mane was in complete disarray. A shaky smile started to appear on her lips as tears started to form in her eyes.

"N-Nidra…?"

"Yes, it's me Star, it's me," she replied.

"What…where am I?"

"You're in Panacea General Hospital, in Canterlot."

"CANTER –!?" Starburst was about to rise up again, but Nidra's telekinetic hold kept her friend from doing something that foolish a second time around.

"Stop moving around Star! You just had surgery and your wing is fractured! So stop or you'll rip your stitches!" Nidra ordered in a stern voice.

The young mare took in deep calming breathes, listening to the heart monitor as its beeps started to slow down to more normal levels. Once Nidra was satisfied that Star wouldn't try that again, she released her from the telekinetic hold.

"How bad am I?" asked Star.

"You're more or less okay, except for the bruises, scratches, but those will heal up. Your wing has some hairline fractures; they put it in a cast and numbed it, so don't freak out because you can't feel it right now. They had to open your chest up and fix your rips. You had two broken ribs, some cracked, and one that had pierced your lung…" Star watched as Nidra's eyes started to water. "They said…they said that you were lucky, any longer out there and your lung would've collapsed and you'd be…"

Starburst put on her usual confident smile, trying to be brave for Nidra. "But I'm not, I'm right here, Nidra. I made it back like I promised."

"BUT YOU ALMOST DIED!" Nidra's brow furrowed as the tears continued to stream down her muzzle. "When I saw you being taken off that airship, bloody, beaten, and half dead, I thought I'd lose you! I'd never forgive myself, because it was my fault for even helping you! Ugh, I should've just –!" The alicorn threstral stopped her rant, knowing that there was no use in venting anger at Starburst. "Never mind…I'm just happy you're back."

"Thanks, Nidra."

"I'd hug you, but I'm sure it'd be really painful for you right now."

Starburst looked down at herself and the bandages that were wrapped round her chest. She then chuckled lightly, minding the pain. "Yeah, probably would."

For the next couple of hours, Nidra regaled Starburst about how she had arrived back in Canterlot. Apparently, some Royal Guard found her in the middle of the city square. This Guard then took her into friendly territory where they were met by hundreds of Royal Guards. They immediately got her to some medics and notified Valiant Heart about her. The alicorn stallion ordered the fastest medical airship they had to shuttle Starburst back to Canterlot, her cousin rode along too, not wanting to leave her side.

Once she had arrived there was a team of medical ponies waiting to tend to her. Her mother and father were immediately summoned, along with most of the other royals. Some of their friends were notified as well and had come to the hospital. Hours in surgery, hours of Nidra being interrogated by Luna and Supernova, and even more from Twilight Sparkle and Flash Sentry. Nidra mentioned how hard it was to see her little brother crying, knowing that she had a hoof in taking away his big sister away from him made her sick to her stomach.

Eventually, the surgeons announced that everything went well, and that now all they could do was wait for Starburst to awaken on her own. Nidra told her that she had been sleeping for nearly four days straight, and during that time she never left her friend's side. Prism and Whirlwind visited on the first day, followed by Claire and Illusion. Cotton Candy, Anthea, and Turquoise showed up for visiting hours the day after that. She remembered that day quite well, since Anthea wouldn't stop crying from seeing Starburst in such a state, Turquoise had to eventually guide her out of the room to calm her down. On that same day, Valiant Heart arrived, that was another reason why she remembered that day, because in her whole life, for as long as she had lived in Canterlot Castle, Nidra had never seen Valiant Heart cry as hard and long as he did then.

The third day brought Star's parents and brother. Nidra mentioned how Star's mother, Twilight, was crying into her father's chest, saying that it was her fault for driving Starburst to go through with what she did. All through this tale, Star couldn't help but notice that there were others she didn't mention coming to see her.

"Didn't Del come to see me?"

"He did, along with Red June. To be honest, he looked three parts sad and four parts ticked off," said Nidra.

Starburst sighed and closed her eyes. "He's probably mad at me for doing what I did. I'm sure everypony is. And…I'm sorry Nidra. I'll say that I used my special talent to make you cast the spell on me and that I told you to lie about what happened."

Nidra shook her head.

"No…I'm not big on punishment, but, this time, I think I deserve it. I know you're _definitely _going to get in trouble after you've recovered. So, why not both of us be in trouble together?"

Starburst couldn't help but smile at Nidra, "You really are good friend, Nidra."

"Well we teenage mares have to stick together, and watch each other's back." Nidra gave Star a playful wink.

The two mares shared a laugh at their soon to be joint misery from their parents' punishments. Nidra then rose up from her sitting position and wiped her face with a tissue from the nightstand.

"Well, I'd better go tell everypony you're awake, be prepared for a stampede," she warned.

"Heh, bring it on."

Nidra turned around and was about to open the door when she stopped suddenly. "Oh yeah, that reminds me…" The alicorn threstral turned around and opened her wing slightly. Using her telekinesis, Nidra levitated something out from her tucked wing. "What's this?"

Starburst had to resist the urge shoot up from the bed. There, floating in Nidra's aura was her yellow ring.

"Um…uh…"

"You were holding onto this really tightly in your wing. It fell when they were rolling you into the hospital. And no, nopony else knows that I have it, or that it fell from under your wing."

"N-Nidra…that's…I mean…"

The dark gray mare levitated the ring to Starburst, letting rest on the bed a few inches from her right hoof. Star looked from the ring and back to Nidra in confusion.

"I don't know what happened out there, Star. But the fact that you held onto that thing for so long, despite being unconscious, I can assume that somehow it's the reason you're alive right now. I am right about that much, at least?"

Starburst thought for a minute. Nidra wasn't asking for a lengthy explanation, she was only asking if it helped keep her safe and nothing more. Starburst simply nodded her head in confirmation of Nidra's suspicions.

"Alright, that's all I needed to know. You should hide it if it's something you don't want anypony else to know about."

With that said Nidra exited the room and went off to locate the doctors and their family to inform them of Starburst's awakening.

Once Nidra was gone, Starburst took the ring into her hooves and examined the instrument that saved her life and helped her fight back against impossible odds. She remembered that the ring was almost out of power when she last had it on. Starburst was wondering if the ring was completely powerless now.

"Ring…are you, um, functional I guess."

[_**Affirmative.**_]

Starburst let out a huge sigh of relief.

"Well, thank Faust for small favors. How much power do you have left?"

[_**Ring power levels at 4.7%, recharge is required. There is optimal energy for Battery Retrieval.**_]

"Alright, let's save that for later. For now, just keep quiet and don't make any sounds alright?"

[_**I will comply.**_]

* * *

_**5 Weeks Later**_

It took a lot of physical therapy, and many magic healing sessions, but eventually Starburst was on the road to recovery. The mobility in her right wing had returned, the scar on her chest had completely faded away, and her internal injuries were more or less nonexistent. That, however, didn't stop Starburst from worrying about what was to come. She knew that the only reason why neither of her parents had said anything about punishment was because they wanted to focus on her getting well. It was ironic, she wouldn't get punished so long as she was beaten up mess, and now that she was better, she was going to be beaten in a different sense.

_Talk about kicking a dog when it's down. _

Starburst was sitting up in her bed, staring out the window, and wishing she could fly again. She wasn't the kind of mare to just stay in bed, and she honestly missed the freedom of the sky. Starburst reached underneath her left wing with her right hoof, double checking that the ring was still there. Star had debated for the last five weeks if she should tell anypony about the ring, to be honest, she knew that it was the right thing to do, but…

Suddenly Star heard knocking at the door; startling her and making the young mare hurriedly hide the ring.

"Y-Yeah?"

"It's Mom and Dad, we need to talk," said Twilight's voice.

"You can come in," said Starburst.

The doorknob jiggled a little before the door completely opened up. Twilight Sparkle and Flash Sentry walked into the room. There was a thick amount of tension in the room, Star knew why they were here, and Twilight and Flash knew that Star knew why they had come. It wasn't going to be a very pleasant afternoon.

"So, how're you feeling," asked Flash.

"Actually a lot better, they said I could start flying in a few days, but I'm still going to need to take it easy."

Flash strode up and gently ruffled his daughter's mane, "Right, like you ever take anything easy."

Starburst playfully swatted her father's hoof away. Twilight stood a bit far from her daughter, almost regarding Star as a volatile concoction in her lab, ready to explode the moment she added the last ingredient.

"Mom, I'm not going to bite your head off."

"I know…but, I know you hate me for what I said to you…and, I don't want to make you more angry at me than your already are," said Twilight, sadness heavy in her voice.

Starburst looked down at the blankets, yes, it was true, she did resent her mother for telling her what happened to Valiant Heart, and that she had little to no chance of joining the Royal Guard. But, then again, what she did was equally foolish. Two wrongs didn't make a right, and right now Star knew she needed to face the consequences of her actions.

"Mom…I know what I did was stupid, and that's saying something."

That seemed to kick start Twilight's maternal instincts, because she stopped looking afraid and gave her a scolding stare.

"You're right that was stupid! It was completely insane! I mean, for the love of Faust Starburst, you almost died out there! Considering what I've read from the reports coming from Stalliongrad, I hate to say it, but you got off easy!" Twilight pointed a hoof Starburst for emphasis.

Starburst winced from the scolding, she knew she deserved it, but that didn't make it any less painful. Then something happened that Star didn't expect. Starburst suddenly felt the warm embrace of her mother; she didn't even hear her cross the room. Star didn't shirk from the hug. She eventually wrapped her forelegs around her mother, allowing her presence to give her a sense of peace.

Twilight then gently pulled away and stood next to her husband, nodding to him as she did so.

"You know that we have to punish you, right Star?"

Star reluctantly nodded.

Flash Sentry took in a deep inhale and then a long exhale. "Star, given what you did, impersonating a Royal Guard and stowing away on a airship, as well as putting yourself in the middle of a warzone and nearly getting yourself killed…as High Prince of Equestria, I have no choice but to ban you from ever joining the Royal Guard or any other organization affiliated with it."

Starburst gritted her teeth, holding back the sadness that was building in her heart.

"F-For h-how long," she dared to ask.

"It's indefinite, Star…even when you turn eighteen, the Guard has strict orders to reject your application, and to turn you away from any recruitment office, and to keep you away from the Academy. Valiant Heart won't teach you anymore Royal Guard related subjects, drills or otherwise, in fact…" Flash found it hard to say this next part, "He doesn't want you to see him for a bit…"

Just like that, her dream was completely crushed and shattered in less than a minute. Not only would she never be able to join the Royal Guard, but now her cousin, a stallion she most respected, didn't want to see her at all.

_Of course he doesn't…I probably ruined all his creditability as a Guard Captain…and now, he doesn't want to have anything to do with me…_

"That's not all, Star." Twilight said. "You're being grounded. And not to your room either."

Starburst glanced over at her mother and father miserably, "Am I being thrown in the dungeon?" It wouldn't be unexpected as far as she was concerned.

"No. We're sending you to Ponyville, Star. We think that you need some time away from Canterlot. Plus, you can focus on recovering there faster than here. You'll be staying in your mom's library, you're free to move about the town and the outskirts, but you're forbidden to leave. We'll have an undercover Guard watching you while you're staying there, and they're under orders to stop you from leaving and have further orders to detain you if necessary," said Flash.

"Y-You can't be serious!?"

"We are Star," affirmed Twilight.

Star opened and closed her mouth several times in an attempt to argue that this wasn't fair. But no matter what argument popped into her head, she knew that this was a decision that neither one of her parents arrived at easily. The pained looks on their faces was proof of that. They were pretty much shattering their daughters dreams right in front of her. _Although, to be honest, I did that before they even said anything…_

"It's summer time already, so you'll be spending the next three months in Ponyville. Star, please believe me, this wasn't an easy decision for either of us. I promise there are better ways to defend Equestria, I wasn't a Royal Guard, and yet, I was helping to defend Equestria before I even became an alicorn. So don't think that your dreams are dead, when one door closes, another one opens," said Twilight.

Starburst's eyes shifted unconsciously to her pillow, remembering the yellow ring that was hidden under it.

"Y-Yeah…I understand."

* * *

_**3 Days Later**_

Starburst sighed forlornly the whole trip to Ponyville. She watched as the scenery pass by the window as the train made its way to the station. There were some sad goodbyes back at Canterlot, especially from Nighty, the little colt kept pleading with their parents to let Starburst stay home, mostly likely afraid to lose big sister after her little stunt. Starburst had to assure the little colt that he she was going to be alright, and that their parents wouldn't stop him from visiting. Nidra and Illusion also said goodbye, with the alicorn threstral making Star promise to write to her at least once a week, or if she got bored. Illusion said that he would pop by once in a while when he came to visit Claire, but Star made him promise not to, knowing how much the two enjoyed their time together.

{_Now arriving at Ponyville Station, all passengers heading to Ponyville must be ready to disembark._}

Star could see the station coming into view now. The train started to screech and squeal as the brakes were applied. Once Star felt the initial jostle of the train stopping, she stood up, grabbed her back, and proceeded off the train. She wasn't sure if anypony was made aware of her arrival, or if somepony was supposed to meet her at the station. Either way, Starburst didn't mind, whether having company or not wasn't a big deal to her right now. Once Star got off the train she was surprised to see that Golden Delicious was standing near one of the support beams for the station aweing.

Starburst remembered what Nidra said about Del being angry at her, and that made the teenage pegasus a bit nervous. Her nervousness was lifted slightly when she saw the addition of another pony. A mare with a light blue coat, a pink mane and tail with a swirling white stripe, gold colored eyes, and a cotton candy cutie mark, the daughter of Pinkie Pie and Pokey Pierce, Cotton Candy.

Cotton Candy happily waved to Starburst, she then bounced her way over to the pegasus mare and smiled broadly.

"Hi Star," said Candy.

Starburst put her luggage down before greeting her friend, "Hi Candy, it's good to see you, and you too Del."

The stallion nodded in her direction, but did not voice his greeting.

"So…I guess you probably know why I'm here."

"…Yeah…my Mom and Del's mom told us about you being grounded." Cotton Candy then wrapped her forelegs around Starburst, bringing her into a hug. "I'm sorry Star."

Starburst sighed, she had cried plenty of tears long before she arrived at Ponyville, she even felt like doing so again, but there was something about being hugged by Cotton Candy that made such sad things go away. Like her mother, the mare had the special gift of making ponies smile, even her presence made you feel better.

"It's alright, Candy, I'm…I'm not over it, but it hurts less," said Starburst.

Cotton Candy released her friend and smiled at her. "Guess we should head to the library."

Del eventually trotted over to the two mares, his face was unreadable as Starburst looked up at him, his stoic appearance somewhat mimicking that of his uncle Big Macintosh. He then leaned down and grabbed the suitcase handle with his teeth and started walking in the direction of Golden Oaks Library without another word. Cotton Candy looked to Starburst, her gaze downcast at the fact that Del hadn't said a word to her.

The three friends walked to the library, with Del staying ahead of Star and Candy. Starburst leaned closer to Cotton Candy.

"Is Del…is he still mad at me for what I did…?"

Cotton Candy didn't know exactly how to phrase it. "It's not so much that he's mad at you for what you _did_…more like, he's mad about what _could've _happened to you. And, to be honest Star, I can't really blame him. Del, me, and the others, we all really care about you. When we heard about what you did and what happened to you, we were really scared. We thought that you would…die."

Starburst hung her head low, her ears flat. Hearing what Cotton Candy said, about how much she made them all worry about her, it just put what she did in perspective even more so. It was made even more apparent by Del's silence. Del and Star had a close friendship, and like any best friend, he too worried about her, the fact that he wasn't speaking to her was probably proof of how much he valued their friendship.

"I'm sorry to put you all through that, I really am. But, you and others don't ever have to worry about me doing things like that ever again. I'm banned from joining the Royal Guard…forever."

Cotton Candy stopped abruptly; Del ear's seemed to pick up on that last bit of the conversation, because he turned around and looked at Star as if wondering if he heard her right.

"Forever!? But…you…and all the work you and Del did…it's your dream! How can they do that?!" asked Cotton Candy, getting worked up over the news.

"It's my fault Candy, nopony else's but mine…C'mon, let's keep going, I kinda want to lay down for a bit."

Starburst continued trotting on; leaving Cotton Candy and Golden Delicious behind her, watching their saddened friend walk away. Del spat out the suitcase and looked to Candy.

"Ah didn't know they did that?! Ma said they grounded her, but…Ah didn't think they'd go that far," said Del.

"Oh, poor Star, no wonder she's really sad. It was her dream, her goal. She worked so hard to make it happen and now…I…I need to go tell the others." Cotton Candy then elbowed her fellow earth pony in the side.

"OW! What was that for?!" asked Del.

"She doesn't need the silent treatment right now, she needs her friend. So go with her, while I tell others about what happened."

Before Del could say another word, Candy had already zoomed off in the direction of one of their friend's house. Del took up the suitcase and started to catch up to Star.

* * *

Eventually the two of them arrived at Golden Oaks Library. Starburst had inquired about Cotton Candy's absence, to which Del informed her that the mare in question had run back home to deal with a chore she had forgotten to do. Star could tell right away that it was a lie. The Apple family was known for their honesty and, for the most part, terrible liars. Star knew it would only be a matter of time before the others knew the full extent of her punishment eventually, so she didn't really mind if Cotton Candy did go out and tell them, it just made it easier to not have to retell it.

Starburst opened the door to the library, as per her mother's instructions, the library was kept in pristine order. Every book shelved and dusted, the floors and windows were spotless. Star and Del proceeded upstairs to the living area, and just like the lower level, the upper level was clean and very well maintained. Of course Starburst knew it would be, often times their family would come to Ponyville for events they were invited for, or for just some time away from Canterlot. Starburst sometimes stayed in the library, staying for a couple of weeks for a visit or to just have some alone time. But now, Golden Oaks Library would be her home for the next three months.

"You can just drop it the suitcase here, Del, I'll carry it up to my room later," said Starburst.

Del shook his head. He then trotted towards the bedroom and placed the suitcase next to her bed. The stallion then remerged from the bedroom.

"Ain't proper manners, Ma told me if Ah was carryin' a mare's luggage the right kind thing to do was to take it all the way to their room. 'Sides, you're also supposed to be taking it easy while you're here," said Del.

"Yeah, for the most part anyway." Starburst smiled a bit, hearing Del speak to her. "My doctors said that I had to do some exercise to get my body back in shape, do some flying to make sure my wing doesn't get stiff, and other things to get my muscles back to full strength."

"Well…if ya want, you could pop by the farm. We could do some work together."

Starburst smiled weakly at the offer, "Thanks Del, but…it wouldn't be the same. Back then I was working hard towards my goal of being a Royal Guard. Now that that's no longer an option, I really don't have as much drive as I used to. I'd only be in your way."

"That ain't true," said Del firmly. "Ah know ya, Star. Even you'll get bored just sittin' around here. Ya may not have that goal anymore, but that doesn't mean ya can just give up!"

Del started to make his way towards to the stairs; he then turned around and gave Starburst a small smile.

"Ah won't force ya to come, Ah know ya need yer rest. But if Ah catch you just mopin' around here all day, Ah'm gonna drag you outta here by the tail, through the town, all the way to Sweet Apple Acres."

Starbursts cheeks tinted with red at the thought of Del doing such a thing.

"Y-You wouldn't dare!"

"Well, just make sure you get out of the library every once in a while and Ah won't have to." Del noticed the embarrassed look on Star's face and chuckled despite himself. "Somepony will be by to check on ya, 'case ya need anythin'."

With that Star watched as her friend walked down the stairs. She then heard the sound of the front door closing not a few seconds later. Star made her way to the balcony and gazed over the town, watching as Del trotted away back to his home. Starburst scanned the area, looking at every pony that walked about on the streets below.

_Wonder which one is the undercover Guard_, she thought. _Well, doesn't matter much. There's something else that I need to do first. _

Star unfurled her left wing slightly, reaching in to slip the yellow ring over her right foreleg.

"Ring, can you hear me, are you on?"

[_**I am functional.**_]

"What's your power level now?"

[_**Power levels at 3.7%. Recharge is highly recommended.**_]

"I understand, sorry for not getting around to it. A lot of things have been happening lately…"

[_**Acknowledged.**_]

Starburst sighed and the straightened herself. "Alright, so how do I recharge you?"

[_**Recharge of ring unit requires a Power Battery, which is stored in a pocket dimension for safe keeping. Only the bearer of a ring can access their pocket dimension.**_]

Starburst recalled something her mother once told her about alternate dimensions, she even remembered reading about them and how some speculated that there were some dimensions that were completely empty and could be used as storage for various items, even living beings, but that was dangerous. Often times Star witnessed her mother pull something out of thin air, thinking that it may have something to do with said pocket dimensions.

"Okay, I assume we can get it. Do you have enough power to do that?"

[_**Affirmative.**_]

"Right then," the young mare then held out her right foreleg, pointing the ring away from her, "bring out the, uh, Power Battery," ordered Star.

[_**Initiating Power Battery Retrieval.**_]

At that moment the ring shined with yellow light, Star watched in astonishment as the energy of the ring tore open a hole in nothing. A lantern, yellow in color, floated out of the hole in space and landed a few inches in front of Starburst. Once the Power Battery had landed, the hole closed itself. Star blinked a few times, staring at the ring and then the Power Battery.

_This just continues to get weirder and weirder. _

[_**To recharge ring unit, Bearer must place this unit to one of the two openings. Once that is done, Bearer must recite the oath to initiate ring recharge.**_]

"Oath? There's an oath?" Starburst then thought back to the night when she first received the ring, remembering the words the ring spoke to her when she accepted its power. "'Welcome to the Fear Lantern Corps'. Duh, a corps, like an army, guess that makes since. So what's the oath?"

[_**In Blackest Day, in Brightest Night, beware your fears made into light. Let those who try to stop what's right, burn like my power – Sinestro's might.**_]

Starburst was confused by the last line of the oath. "Who's Sinestro?"

[_**Thaal Sinestro is the leader and founder of the Fear Lantern Corps, formerly known as the Sinestro Corps.**_]

Starburst recited the oath in her head a few times, and each time she did it felt a bit egocentric.

"Um, is there any other way to say the oath?"

[_**Fear Lanterns can modify the oath. You may replace "Sinestro" with Bearer's name, "Starburst".**_]

Star thought it over once again, but it still felt wrong. She wasn't self-centered, if shev was going to use the ring's power to do, whatever she eventually decided to do, then she needed an oath that didn't make it sound like she was all powerful and ego maniacal.

"I'll think of something, let's just see what happens when we start."

Starburst trotted closer to the Power Battery. Lifting her foreleg, she made sure to press the insignia on the ring against the inside of the lantern's glass opening. The reaction was immediate. The lantern began to shine with yellow light. Starburst could already feel the energy course through her from the ring. It was then that the young mare knew exactly how to word the oath.

"In Blackest Day, in Brightest Night,  
Beware your fears made into light.  
Let those who try to stop what's right,  
Burn like my power – Fear's holy light!"

The lantern then let loose a brilliant flash of golden light. The ring shined brighter than it had before. Star had to catch her breath for a second, the charging of the ring and the energy flowing from it through her was a real head rush.

[_**Power levels at 100%, unit now operating at maximum efficiency.**_]

"Good to know. Guess I'll have to keep tabs on your power levels in case I get into another fight like that, again," said Star.

[_**Reviewing Bearer's battle actions. Processing…processing…processing…Complete. Based on Bearer's actions, unit has confirmed full worthiness. Preparing to play message.**_]

"Message, what messa –!?"

The ring then glowed once again, projecting outwards. Star watched as the light began to form the image of something or rather someone. When the image finally came into focus, Star was puzzled by its appearance. The being before her wasn't equine in any way, it had arms and two legs, an angular face with pointed ears, a pair of intimidating eyes, and a small mustache that adorned his upper lip. This being reminded her of the stories her mother told her, about when she traveled to a parallel world where the inhabitants weren't ponies, in fact they resembled this being, but only slightly. The being wore armor with a flowing cape on his back, and upon his left…hand she supposed, was a ring similar to the one on her hoof.

{_Greetings, I am Thaal Sinestro of Korugar. I'm sure you have many questions, but save them for the ring's A.I. there is something that you must know. I was once a member of an organization called the Green Lantern Corps, a group of beings from across the universe, chosen to bring peace and order to said universe. However, as time went on, I realized that the methods of the Green Lantern's were insufficient in properly bringing order to a chaotic universe. I sought to do better, and so I quit the Corps and went in search of a way to bring my ideals to life._}

{_I eventually found it. By…persuading some individuals –_}

"Something tells me that 'persuading' means something different to you." Star commented.

{_I was able to forge a ring that was powered by Fear. It was quite the endeavor, as a Green Lantern we are taught to overcome fear, the rings of my former Corps relied on Willpower in order to function. It took some doing, but I was able to master the power of Fear and wield as my own. What followed next was a long and…unfortunately, tragic string of events._

_I forged my own, self-named, Sinestro Corps. It was contrived of some of the most fearsome and sadistic members from many galaxies. Together we waged war against the Green Lantern Corps, but eventually, we were defeated. I believed that I was always right, that my way was good and just, as long as long as the ends of order and peace were the result then the means were justified. _

_In my folly, my home world was enslaved by own corps in the aftermath of the Krona Incident. And…after other events occurred, my planet was completely destroyed…_}

Starburst watched as the image of Thaal Sinestro paused for a moment, the fierce intimidating look he once had gave way to a deep sorrow that pained him to talk about. Even after hearing all the things that he did, the ultimate price for his actions was the destruction of his home, his entire planet. Star could tell that this being had probably done some deplorable and villainous things in his life, but even the loss of one's planet was high price to pay.

{_In the end, following the defeat of the First Lantern, now fused with the power of the Entity of Fear, Parallax, I took the remainder of my corps and we disappeared to the furthest reaches of the universe. _

_A friend of mine, the only one I consider a true friend, showed me how wrong I was. I both despise and admire him for it, though I'd sooner tear my own head off than admit it to the arrogant idiot._

_By now you are probably wondering why you have received your ring, and why I have shared my personal history with you. It is because I do not wish for you or any others to repeat my mistakes. I reprogrammed the rings a few years after the corps' departure. They now not only seek out those who can instill fear, but who are also just. You are among the first in the newly established Fear Lantern Corps. A corps dedicated to use the power of Fear to strike terror into the hearts of criminals. _

_Learn from me, do not become me, follow your justice and above all, do not lose your way. This is Thaal Sinestro, good luck._}

The image of Sinestro then disappeared, turning into particles of golden light that were retracted back into the ring. Starburst sat on her haunches, mulling over what Thaal Sinestro said. She was chosen to be a part of a corps whose sole duty was to bring justice to all through the power of fear. Star didn't deny that the fact that the Fear Lantern Corps was set up by a, former, evil person. But when she thought about it, his goals, like hers, were good and right, the ways he went about to obtain them were wrong.

"Guess we're alike in some ways," whispered Star.

She then raised the ring up to her eyes and smiled as she stared down at the insignia.

"Mom was right, when one door closes, another one opens. Ring!"

[_**Yes Bearer?**_]

"I want to know as much as you can tell me, what is the Green Lantern Corps? Are there other Corps that I should know about, and are there other Fear Lanterns on this planet?"

[_**Processing request, displaying information, now.**_]

The ring shined and produced several screens all over the living room, each one had information on her questions, and Star knew that by the time she got through with one of them she'd have more to ask.

"Well, since I'm grounded, might as well catch up on some reading. Oh and ring…?"

[_**Yes Bearer?**_]

"Don't refer to me as 'Bearer', when there's no else around, call by my name."

[_**Correction acknowledged, committing to memory, Starburst.**_]

"Let's get started."


	6. Learning The Art of Fear

Valiant Heart was busy scribbling away at some reports he had just been given. He found this particular task of being a Guard Captain to be tedious, especially when the majority of the reports were from rookies who knew not the proper way to fill one out, so much of his time was spent deciphering what they had wrote. Normally it was only a handful of those types of reports, but now, with the recent draft and lowered Royal Guard entry age, they were now starting to become tall towers of paper, making him remember the book stacks his Aunt Twilight would litter a room with.

*Knock*

*Knock*

"Who is it," he asked, not taking his eyes off of his current work.

"Your favorite uncle," responded the voice.

"Discord?"

The door then flew open as an orange pegasus stallion stood in the doorway with a shocked expression.

"How in the hay is Discord your favorite uncle!?"

Valiant Heart couldn't help laughing at his guest's expense, "I'm sorry Uncle Flash, I-I couldn't resist seeing that look on your face."

Flash Sentry rolled his eyes, but smiled nonetheless. The High Prince closed the door behind him and made his way to Valiant's desk. The office hadn't changed much during his time in the Guard. The Captain's office had a bookshelf on one side of the wall, filled with texts on military strategy, history, topographical maps, and atlases of different nations. And to the left wall was a shelf with all of Valiant Heart's awards and medals during his service as a Royal Guard. The shelf had seen and bared many plaques, medals, and other knickknacks that the Captains before Valiant earned. When they stepped down, they were allowed to keep them or donate one to a special display for past Captains.

"So how goes it," asked Flash.

Valiant released the quill pen from his magical grasp; he then took the time to pop the kinks in his neck before answering.

"So far, it's unclear. Stalliongrad was retaken; we've fortified it and brought in airships to help guard it. They're still cleaning up last I heard, but for now they have the place under control, which is why I'm back here dealing with this pile," said Valiant.

"Stalliongrad sounded like it got chaotic. I've also been hearing rumors about somepony glowing yellow?"

"Oh yeah…" Valiant concentrated and used his telekinetic aura to grab stack of reports from one of the towers and placed them on the desk. "These are all the reports on the Golden Star."

Flash looked up at Valiant skeptically, "The 'Golden Star'?"

"That's what ponies are calling this supposedly, unnamed, pegasus, wearing golden armor and bearing an insignia that doesn't match anything we have on record."

Flash grabbed one of the reports and skimmed through it, his years of being a Royal Guard allowed him to pick out key words and interesting points within these documents. He came upon one entry which struck him as interesting.

_My children, my husband, and I were hiding during the invasion; we didn't want to run into the streets for fear that we might get caught too easily. Unfortunately, our fears were realized when we were found by an army of griffon soldiers. _

_They dragged us into the middle of the street and threw us before their leader, Steel Wing if I remember correctly. My husband…My husband tried to protect us, to save us from a fate worse than death. But sadly…he was…cut down in front of me and my daughters. Steel Wing ordered his soldiers to…take us…but that's when it happened. _

_Four of the griffons were skewered by glowing yellow spears! There were explosions centered on the griffon soldiers, and then yellow arrows appeared out of nowhere and dealt with the rest. In the end only Steel Wing and four of his soldiers remained. That's when saw our savior, it was a pegasus, want to say it was mare, judging by the voice, but I'm not sure. She proclaimed to Steel Wing that she was "fear". _

_I understood why she said that, she glowed with a power that made me somewhat more fearful than I already was. I even thought for a moment that she might attack us too. But then she told me to take my daughters and run as fast as I could. Thankfully we were able to find a safe place to hide out until it was over. _

_Ponies are calling that mare the "Golden Star," I'm not sure where she came from or how she did the things she did, but as far as I'm concerned the Golden Star is a hero to us, and I will never forget it._

"If you can believe it, this Golden Star took on most of the invading army single hoofedly."

Flash Sentry put down the report and gave his nephew an inquisitive look. "What do _you _believe?"

"I believe that I saw the Golden Star blast away an entire airship fleet in a single shot, I also believe that the Golden Star is also responsible for retaking the AA cannons and kept our airships from being shot out of the sky, and I believe that the Golden Star was instrumental in taking back Stalliongrad. Of course, paperwork isn't about what I believe, it only deals in facts, and the facts are that it's 'under investigation', at least that's what the official record will say. And then onto more reports."

"Well, you might not have to deal with it much longer. We've received word that the Griffon Empire has attacked other Equestrian provinces. Neighpon, Prance, Trottingham, Maretonia, Mustangia, Maretania, Saddle Arabia, they're even attacking Zebrica, and they're their own nation! So far each is holding their own, but for how long is another story."

Valiant Heart grimaced at the news; he knew that the griffons were trying to push forward, but on this scale? "This seems too organized to just be a spontaneous act of war. They must've drawn up battle plans and setup their forces in advance, and made adjustments accordingly. They've been planning this, question is why? What's they're end game?"

"Hopefully we never have to find out." Flash took a look at the clock hanging from the wall. "Well, I better let you get back to it; you don't want to be up all night doing this."

"I should be so lucky that it's _only _one night," he chuckled.

As Flash started to make his way to the door he paused for a moment.

"Something wrong Uncle Flash?"

Flash Sentry turned around and gave his nephew an uncertain look. "You haven't asked how Star's doing."

Valiant Heart turned his gaze away, finding a very interesting spot on his desk to stare at.

"How is she?"

"Physically, she's fine, Star's in Ponyville so she'll be able to recover faster there than here, get her as far away from stress as possible," said Flash.

"Good…but, I'm guessing there's more."

"She was…devastated when we told her that she was banned from ever joining the Royal Guard, and a little hurt that you didn't want to see her."

"I have my reasons Uncle Flash, but you, me, we all knew that banning her was the only way to protect her from herself," said Valiant.

"I understand, believe me, I don't ever want to see her like that again or to experience the pain she endured all over again. But…as a father, it killed me, in my soul, to crush her dreams like that. Twilight's even worse, and I don't blame her. We might as well have clipped her wings while we were at it!"

Flash stomped the floor as his anger rose, he then took a few calming breaths before saying anything else.

"I understand Uncle. It wasn't easy for me either. I helped train her, she looked up to me, but in the end it's the best thing for her and everypony," stated Valiant Heart.

"Will you at least think about talking to her?"

"…I'll think on it."

"Fair enough."

Flash Sentry then exited Valiant Heart's office and left him to his paperwork and thoughts. Valiant had made the right decision, he was certain of it. He had to convince his aunt and uncle that Star couldn't be in the Guard. Her impersonation was going to go on record and damage any chance of her getting in, royal status or not. To him, it was better to outright ban her now while she was still young and able to find a different course for her life. At least this way she wouldn't have to spend countless hours training herself for something that she was going to get rejected from later.

With his decision reaffirmed Valiant went back to work, taking the writing quill pen into his telekinetic aura he began to write. Something was off though; his magical grip on the quill pen was wavering, causing his words to look skewed and warped. Valiant simply used his magic to crumple the paper up and start over on a new sheet. Unfortunately, the same thing happened with this sheet, which caused him to get another. And another, and then another, now he was on his fifth sheet, seventh, tenth, twentieth, and now he was on his fortieth sheet of paper.

At that moment Valiant Heart let out a frustrated yell as his horn snapped the quill and blasted the papers into the air, scattering them everywhere in his office. Valiant Heart then brought down his right hoof onto the desk, hitting it hard on the oaken wood. The alicorn stallion then bit his lip to stave off his tears for robbing Starburst of her dream. The very thing she worked so hard for, and looked up to him for as well, was now gone from her future.

"I'm sorry Star…"

* * *

_**Ponyville, 4 Days Later…**_

Starburst felt as if her brain was going to explode and take her head with it. When she had asked the ring about information regarding her Corps and other things, she had no idea that it would open up to so much. She got more and then some. For nearly a week Star did nothing but eat, research, eat again, a little more research, and then sleep, in that order. But even with that regimen, Star felt as if she barely even scratched the surface.

"I could live to be a hundred and I'm sure I'd barely be able to get past the surface," said Star.

[_**I possess knowledge gathered from nearly every corner of the universe. For you, Starburst, to learn all I am programmed with, would take you 864, 384, 636, 556, 647, 132 years.**_]

Starburst eyed the ring on her foreleg indignantly, "Are you saying I'm stupid or something?"

[_**Incorrect. I am merely calculating the number of years required to "scratch the surface".**_]

"Great, so what you're telling me is that I need to become an immortal alicorn just get that much in," said Starburst, throwing her forelegs into the air in annoyance. "Forget it; at least I got the bare essentials down."

This was true, according to the ring Starburst was the only Fear Lantern in Equestria, and that there were in fact seven different corps, each with their unique color and emotion that fueled their power. She was a bit concerned when she found out about the rings being able to choose a planet to become a lantern, a_ living _planet at that. Star contemplated what would happen if her ring were to somehow find its way to Equus' core. She shuddered at the thought. Star then looked to the clock, which indicated that it was nine o'clock.

"Del should still be working in the fields…" Star looked herself over, touching her sides and inspecting her forelegs and hind legs. "I may not be training for the Royal Guard anymore, but I can at least get a workout in, don't want to get out of shape and put on too much weight."

[_**Starburst, at your current weight of –**_]

"Don't you even say it!" Star warned.

Starburst may not be into the whole looking prim and proper like her Aunt Rarity, but there were just some things that were taboo to talk about, despite the ring having a female voice, she didn't want know how much weight she had gained while recovering.

* * *

Starburst made her way to Sweet Apple Acres, the smell of fresh apples wafted through air and right to Star's nose. It had a calming, homey feeling to it. Star, before leaving, had hid the yellow ring in a safe place. She figured that there was really no need for her to carry around a powerful weapon like that in Ponyville, no matter how versatile its uses were. As she approached the farm house Starburst saw that her Aunt Applejack was busy toting some apples in her wagon. Api bounced happily beside her, making Star wonder what craziness the little filly got herself into during her time in the library.

_Guessing from the lack of destruction to the town, it was a quiet day for her_, thought Star.

It wasn't long before she was spotted by Applejack and Api. While Applejack unhitched herself from the wagon, Api sprinted over to Starburst, latching onto her foreleg.

"Hi Starburst!" Api greeted.

"Hi to you too, Api." Star used her free hoof to ruffle the little filly's mane, at that time Applejack was starting to make her way towards them. "Hi Aunt Applejack."

"Howdy Star, good to seeya," Applejack leaned in and gave Star a little half-hug before pulling away, "Ah'm sorry to hear about well…ya know."

"Y-Yeah, don't worry about it, really. Is everypony in the fields right now?"

"Nah, Caramel's out doin' the shoppin' since it's his turn today. It's just me, Del, and little Api here – wait where'd she go?"

Starburst looked down at her foreleg and noticed that it was short an earth pony filly. "Guessing Aunt Apple Bloom and Uncle Pip are out of town?"

"Eeyup, but just for a couple of days, what brings ya here anyway, not that it ain't nice to see ya," asked Applejack.

"Well…I was wondering if I could help Del out with the chores?" Applejack was about to protest but Starburst beat her to the punch. "I promise to not overdo it, I'm sure Del will keep that from happening. Please Aunt Applejack?"

Applejack rubbed her chin with her hoof in a contemplating fashion. After about a few seconds to mull it over, the farm mare came to a decision.

"Alright Star, ya can help out, but Ah don't want ya passin' out like ya usually do. Yer still not one-hundred percent from what ya went through, so if Del tells ya to stop and rest, ya stop and rest, deal?"

The look on Applejack's face told Starburst that she wasn't going to let her do so otherwise. Star sighed in defeat, but kept her usual cocky grin.

"Sure, no problem Aunt Applejack."

"Good, Del's in the northeast orchard. Now excuse me while Ah track down –"

There was a crashing sound originating from behind Applejack, along with the sounds of dozens of apples thudding to the ground. Applejack dared to turn around and look, and Star dared to sneak a peek as well. Api was somehow hitched to the wagon and now suspended in up there by the hitch. The wagon had tipped backwards, and with not enough counterweight in the front Api was left to flail her legs in a vain attempt at trying to correct the imbalance.

"Oh boy…Ah swear, it is one thing and then another with that little filly," said Applejack as she made her way to save the helpless filly.

After having a good chuckle at Api's shenanigans, Starburst headed towards the northeast orchard. Anypony would probably get lost in the thicket of apple trees that made up the Apple family's farm, but thanks to Del and Red June, Starburst was able to figure out how to more easily navigate through it on hoof. Besides, if she ever got really lost all Star had to do was fly out of the orchard. It wasn't long before Star happened upon Golden Delicious. The earth pony stallion was hard at work apple bucking the trees so that they release their spoils. The red fruit fell in a cascade of thuds as they hit the waiting baskets at the base of the tree, it amazed Star how they could so accurately predict their fall, while still accounting for the occasional one or two that missed.

_Also was he always that toned? _Starburst froze in place at hearing what she just thought. _I did not just think that! Damn Nidra and her "shipping" fixation! _

"Hey, Del, what's up?!"

Del looked in Starburst's direction, she watched as his furrowed brow was relaxing as he started to smile at Star's appearance.

"Star, finally, Ah was startin' to think you wanted me to drag ya outta there by the tail," said Del.

Starburst blushed a bit from the insinuation, "O-Of course not! Why the hay would I want you to do that!"

Del laughed heartedly at his flustered friend, causing Star to look away with an indignant expression.

"C'mon Star, ya know Ah'm just pullin' yer leg. But really, it's great to see ya out and about."

Star sighed and grinned despite herself, "Yeah, well, I'm glad I am too. I was starting to get a little bored of resting and decided to help you out. And before you ask, your mom said yes."

Del nodded his head, "Alright, if Ma says you can, that's good enough for me. Just so we're clear, if Ah think yer overdoin' it, Ah want ya to stop and take a breather for a bit, and if Ah have to, Ah'll tie you to a tree."

"Pfft, as if you…would…"

Del walked over to his saddle bag and took out a long lasso. He then looped it over his body before responding to Star, "What was that?"

"Um…nothing, nothing at all!"

With the parameters established, Del and Starburst went to work apple bucking. They made it through about forty trees before Star started to feel some soreness in her hind legs, flanks, and lower back. It annoyed her how that had set on so fast, she could make it through a hundred plus without feeling achy like this. Nevertheless Star continued her work alongside Del, noticing just how much happier he was with her around, and, if she was honest, so was Star.

Doing the chores felt weird to Star, back before she would work twice this hard, and had set a goal for herself with each session, and when she met it, she raised the bar higher, ever striving to better herself. But now, now there really was no purpose in her actions; she was just doing chores for the sake of doing chores. After bucking a few more trees, Starburst was starting to pant. Del, who had been keeping a close eye on her, decided that that was enough.

"Alright Star, you're done for now. Sit under that tree and rest up a bit," ordered Del.

"I'm fine I can keep –!" Star then noticed that Del was starting to get his lasso ready. "Fine, fine, I'm stopping!" The orange pegasus mare walked to the nearest, fruitless tree and sat under it, leaning her back against the smooth bark. "Happy now?"

"Very."

Starburst, although reluctantly, started to close her eyes. The warm sun shining through the trees, and the gentle breeze lulled the teenage pegasus to sleep, as much as she tried to fight it, she couldn't. Eventually Star nodded off, her head slumping onto her shoulder as her chest rose and lowered with each breath.

Del glanced over his shoulder to keep an eye on his friend and to make sure she was actually resting. To his surprise she was fast asleep against the tree. It was honestly nice seeing Star resting like she was, not overworked and completely exhausted. She was actually kinda cute, just resting there; it was different from the way she rested on the couch back at his house. Now that he thought about it, the way her bangs gently swayed from the cross breeze, and…and…_What the hay am Ah thinkin'!? _

Del furiously shook his head, already feeling the annoying heat in his cheeks. _Consarn it Del! Don't go thinkin' that way! She's…she's…_Del glanced back at the sleeping teenage mare…_She's sixteen and Ah'm almost twenty for Celestia's sake…_

After a few minutes had passed by, Starburst began to yawn and stretch out her limps. Blinking a few times as her eyes adjusted to the light. Soon her mind caught up to where she was and Star immediately shot up to her hooves, looking right and left to find her friend. It didn't take long for Starburst to find Del bucking an apple tree a few feet away. She groaned inwardly as she saw the amount of baskets that were already filled by him.

"Del!" Starburst trotted to her friend, who just finished striking one of the trees. "Why didn't you wake me, we were supposed to finish up the work together!?"

"Sorry, Star, you were just sleepin' so peaceful like that Ah couldn't really bring mehself to do it," said Del.

Starburst sighed, "Well…it looks like you mostly got it all done. I'm getting kind of hungry. Do you…wanna go and get something in town, my treat?"

Before Del could answer Starburst his stomach had decided to do answering for him, growling and grumbling for sustenance. Del blushed in embarrassment while Star smirked.

"I'll take that as a yes, c'mon."

* * *

Star and Del had decided to hit their usual spot, Sugar Cube Corner. The store had expanded, but just a little, putting out chairs and tables outside to give it a café feel. The two of them sat outside at one of the tables, Cotton Candy noticed her two friends arriving and came out to greet them. After getting their drinks and orders, Candy went back inside to give her mother the order.

As they sat outside, Star couldn't help but notice some of the ponies who were reading the newspaper. The headline read "_Stalliongrad Back on Track, Rumors of the Golden Star Spread._" Starburst had heard many of the ponies talk about the so called "Golden Star", of which she knew they were referring to her. Del apparently noticed her staring at the paper and cleared his throat loudly to gain her attention.

"Sorry, Del…I just, haven't heard much about what's been going on with the war lately," said Star.

"There ain't no point in worryin' about that right now. Stalliongrad is fine, if they need ya back at Canterlot Ah'm sure yer mom or dad would send ya a letter. Just relax Star, Valiant Heart and the Royal Guard got it under control."

Starburst sighed sadly, "I'm sure he does…but, he doesn't want to see me or talk to me, not anymore…apparently ever."

Del raised an eyebrow at that, yeah he was going to give Star the silent treatment, but he wasn't going to make it last any longer than a day or two, but to not want to see her _ever_.

"That's a bit excessive, even for Lance, why did he do that?"

Starburst sighed heavily, "Why else…he's angry at me. And I don't blame him…after what I did, getting my dumb self nearly killed. I disgraced the Royal Guard, and pretty much ruined all the respect he gained during his time serving…He probably thinks I used him to help me secretly do what I did, I don't think he'll ever trust me again…"

Del's heart grew heavy seeing Starburst so downtrodden, it also made him angry to think that Valiant Heart would do something like that. Family was important to Del, but just as much, he believed that that should be something etched deep into everypony. To hear that Valiant pretty much doesn't want to have anything to do with her, it was like kicking an injured animal, no pun intended.

"Maybe Ah should go have a talk with Lance, ya don't deserve to be treated like that Star, not by yer own kin."

"But, weren't you going to give me the silent treatment when I first got here," asked Star raising a curious eyebrow.

Del rubbed the back of his head with his nervously, "Well…y-yeah…but it wasn't like Ah wanted to not see or talk to ya! Ah was just a little ticked…"

"Understandable…I ticked off a lot of ponies, but I'll do whatever I can to make it up to you guys."

The golden-brown stallion shook his head, "No ya don't, not as far as Ah'm concerned."

Starburst looked away nervously with a slight blush, "Thanks Del…"

Suddenly the door to Sugar Cube Corner burst open with a stallion looking all kinds of panicked.

"MARETONIA JUST FELL, THE GRIFFONS TOOK MARETONIA!"

Everypony who was sitting outside turned their heads towards the yelling stallion, shocked and horrified expressions were plastered on everypony's face. Many of the outside patrons rushed inside the store, and Starburst and Del weren't far behind them. Many ponies were gathered around the radio, which had the volume turned up to allow everypony to hear. Cotton Candy spotted her friends and quickly went to them.

"Candy, is it true!?" Star asked.

"It is, they said so a few seconds ago –!"

{_This is the Canterlot Radio News. We have received confirmation that Maretonia has…has fallen. The Duke and Duchess of the Equestrian Province had surrendered due to the griffons' overwhelming forces…From what we've gathered thus far, it appears that other provinces are under attack as well. They are as follows: Neighpon, Prance, Trottingham, Maretania, Saddle Arabia, Mustangia, and even the nation of Zebrica. _

_For now that is all the information we have, our hearts and prayers go out to the ponies of Maretonia, and for our brave Royal Guard who no doubt do all they can to defend us, and to our High Prince and Princesses to bring this to a peaceful resolution. Reporting for Canterlot Radio News, this is Jacquelyn Whinny, signing off._}

The radio cut back to the music station that it was on and began playing the soothing music from earlier, but right now, there was little that that music could do to sooth anypony right now. Del and Candy could already sense Star's anger and fury, but instead, when they both looked to the teenage mare, she had a calm expression on her face. Which, to be perfectly honest, scared them more than if she had a POed face.

"I'm…I'm heading back to the library…"

"Star, maybe we should go with –"

"No Candy!" Star yelled; interrupting her friend and making the pink maned mare jump a bit from the intensity of her voice. "I just…need to be alone."

Starburst calmly walked out of Sugar Cube Corner and flew towards her temporary home. Once inside Starburst let out a furious shout that echoed throughout the entire house. She screamed, yelled, and let loose one curse word after the other, proclaiming her frustration, anger, and her sorrow for what happened to Maretonia. She grabbed the closest things she could and flung them about, not caring what she hit.

Outside, Del and Candy were listening as their friend's muffled, anger filled cries, as well as the sound of multiple objects being thrown and hitting against the walls and other things they couldn't see at the moment. Candy was getting worried about Starburst and wanted desperately to go in, as dangerous as it would be at that moment, and comfort her friend. But Del placed a strong hoof on the mare's shoulder, keeping her from doing just that.

"But why?! Why can't we go in, she needs us Del!?" Candy pleaded.

"With the way she is right now, you're more liable to get yerself hurt, and then how'd you think Star would feel?"

Del let the question hang in the air for a few minutes. Candy seemed to understand, she didn't like it, but she understood.

"Best we can do is wait out here and let her get it out of her system. If she gets too bad, we'll go in and help."

Candy wanted to protest, but she could see in the stallion's eyes that this was just as hard for him to hear as it was for her. So, reluctantly, the two earth ponies stood outside and listened.

Five hours had passed since she got home, and now it was night time. Starburst lied on the floor of the library, exhausted and slightly sore. The room was a mess, of course. Books strewn all over the place, papers flung about, and a table or two were knocked over. Star took a cursory glance of her destructive rampage, she groaned inwardly at what she did to her foalhood home away from home. Starburst got up and walked over to a cookie jar, it was a lame place to hide a super powerful weapon, but in all honesty who was going to check a cookie jar for something like that? Star opened the jar, which was emptied of its cookie contents, and shook the jar. The yellow ring dropped out onto the counter top with a light clinking sound.

Star slipped the ring back onto her right hoof and walked back down to the library. Concentrating, Star used the ring to shoot out dozens of tiny claw like hands to grab hold of the books and papers, some of them grabbed the tables and put them back up. She placed the papers on one of the tables, while some of the other hands shelved books she had thrown. Once the room was cleaned up Star trotted back up the stairs and into the living area, but then she stopped. Star looked down at her ring for a long time.

"No more…I won't stand by and watch as the griffons murder my people and destroy their homes! I feel it…I can feel their fear…and I hate it! They shouldn't have to live in fear! I'll become Fear itself! I'll make the Griffon Empire fear ME!"

* * *

_**The Next Day…**_

Starburst had renewed vigor and determination. She was no longer going to stand on the sidelines and just watch as the war raged on around her while she rested in Ponyville comfortably, pretending that the threat of the griffons didn't concern her. She had the weapon, the power, and the skills to fight back! All she needed to do was to train better with the ring, but unfortunately, Star knew she couldn't train in the library, even the basement wasn't big enough if she wanted to try something that was possibly going to hurt somepony on the outside, the ring would protect her but not somepony else.

Currently she was pacing back and forth, trying to think of the best way to leave the house without anypony seeing her. If she wanted to train, the best place was Ghastly Gorge, nopony came out to that place, and she could go buck wild without hurting anypony. The location was set, but with the lingering notion that there was an undercover RG in Ponyville, it was going to be really hard to evade him or her, which was why she was currently pacing about trying to figure out that exact thing.

"Okay, undercover Royal Guard probably watching the house right now. I need a way to get out and not be noticed…wish you had some way to make me invisible."

[_**I do possess such a function.**_]

Star stopped pacing and brought her ring up to eye level, staring at it incredulously.

"You can make me invisible!? How!?"

[_**I am able to manipulate the electromagnetic spectrum to bend light, thus rendering you invisible.**_]

"And why, for the love of Celestia, did you not tell me this when we were in that warzone!? I could've tiptoed around some of those griffon soldiers instead of plowing head first into them!"

[_**Starburst, during explanation of my functions, you stopped me after I spoke of light constructs. Stealth function would have drained ring energy faster, and, after reading the situation, energy consumption was better spent on offensive and defensive capabilities.**_]

Starburst was about to lay into her ring, but stopped when she recalled that she indeed did that very thing. Starburst sighed; the ring had been starting to develop more of a personality since she started conversing with it like an actual pony. She even got it to start getting it to refer to itself in first person instead of third.

"Okay, so you can make me invisible, so we'll start training in Ghastly Gorge, and slip out without anypony noticing!"

[_**Affirmative.**_]

Starburst opened the doors to the balcony, making sure she wasn't seen doing so. The good thing was that it was becoming a hot summer day, so nopony would think it suspicious that she opened a window to cool down. Starburst unfurled her wings and gave a light flap, minding the slight weakness in the left.

"Alright, do it."

[_**Activating EM Field Distortion.**_]

Suddenly the ring emitted its usual yellow glow as a thin layer of yellow light wrapped and modeled itself to the contours of Starburst's body. Once complete, Star examined herself; she didn't see much difference from how it differed from her normal aura, she could still see herself. But the real test would be if anypony else would see her.

_Oh well, nothing ventured, nothing gained! _

Star took a running start, flapping her wings in time to gain speed. She got closer and closer to the balcony till she jumped and gave a mighty flap of her wings, propelling her into the air. Star ascended a bit and stopped to hover in the air, she quickly looked around to see if anypony noticed her takeoff. Apparently no one had; in fact, they all seemed oblivious to her presence in the sky. Starburst wanted to test her invisibility further. Luckily, there were two ponies, well, one pony and one dragon-pony, she thought perfect to test it out on.

Anthea, a light-pink unicorn mare with an equally light-green mane and tail, was walking alongside a large half dragon, half pony…stallion? Turquoise, with green scales and dark-green spines and claws, walked close to Anthea, keeping his right wing draped over her back.

Starburst knew Anthea was partially blind, so her other senses would be heightened. Turquoise, like his big sister Claire, had heightened dragon senses, sight, smell, and taste. Both presented as excellent test subjects, if she could, even for a moment, could go unnoticed by these two then nopony could sense her. Before getting close to her targets, Star had the ring help with flight. If she kept flapping her large wings, both T and Annie would know she was there.

The teenage mare slowly floated towards them, carried only by the power of her ring. She watched as the two just walked about the town, Anthea and Turquoise didn't really seem like they were going anywhere, probably just enjoying a walk together. Just a mare and stallion couple enjoying their time together. There was a slight stab in in Star's heart; Anthea was being taught magic by her mother, in a way, acting like the daughter she probably wanted. On top of that, she had somepony like Turquoise to look after and protect her; he'd do anything for her, because he loved her. And it pained Starburst, knowing that Nidra liked

Turquoise too, but could never have him.

Starburst followed the two of them for at least four minutes, and so far neither of them noticed her presence. She was starting to feel confident, that is, until Anthea and Turquoise stopped walking. Then Anthea did something that almost made Star shoot up into the air out of fright. Anthea turned around and stared directly at her. Starburst froze, holding her breath, doing all she could to not make a move and alert her further.

Turquoise looked back and forth between Anthea and Star's position several times. He then scratched his head in confusion at what his marefriend was seeing.

"Annie, what're you looking at?"

Anthea squinted her eyes, her ears flicked to and fro, and her nostrils flared a bit. She was using all her senses, save for her magical abilities, to detect a presence.

"Sorry T…I just…I don't know. It felt like someone was following us. I guess it was just my imagination," said Anthea, feeling a little embarrassed.

Turquoise stared in the direction that Anthea was more closely. Now Starburst was starting to sweat a bit. The dragon/pony hybrid stared intensely at Starburst, titling his head from one side to the next as if to determine if there was indeed something there. After a few tense seconds Turquoise looked at Anthea disappointedly.

"Sorry, Annie…I mean, it feels weird, but I don't see anything there."

Anthea sighed and smiled up at Turquoise, "It's okay T, don't worry about it."

With that, Anthea and Turquoise started walking again. Star released a long held breath, but tensed again when Anthea glanced over her shoulder for a bit.

_Okay, invisibility works. But I have to be careful around those two, along with Claire and Uncle Spike. _

* * *

Finally, Starburst made it to Ghastly Gorge. She landed in one of the large fissures and de-cloaked herself. Star took a look around, no pony around, a vast rocky terrain, with hundred plus foot walls of hard rock, and total isolation. It was perfect. But still, Star couldn't afford to be careless here.

"Ring, can you tell if there's anypony around?"

[_**I can scan for life forms as far as is needed of you.**_]

"Alright, then…scan for life forms, within at least fifty miles."

[_**Processing…**_]

The ring then let out a short burst.

[_**There are currently no civilians, hostiles, or wildlife within a fifty miles of your position.**_]

"Good, then suit me up, and get ready."

[_**Acknowledged**_.]

The yellow ring shined brightly. Starburst's armor reformed on her, wings covered in a metallic golden armor, her chest plate shining with the insignia of the Fear Lantern Corps. All except her head was covered, but her eye color was different, like before, it had taken on the color of the light, showing that its energy flowed within her.

"Ring, did you happen to memorize the way those griffons fought, even Steel Wing?"

[_**Yes, I recorded all battle data during our first encounter.**_]

"That's what I wanted to hear. I'm going to create constructs of the griffons we fought in Stalliongrad. Is there any way you can use what you learned and make it so that they can fight like them?"

[_**I can successfully recreate the fighting patterns of the enemies we fought. Preparing to initiate training simulation, on your command.**_]

Starburst focused her mind and created at least seven griffon soldiers, with the seventh being an exact recreation of Steel Wing. The teenage mare eyed each of the constructs in turn and snorted with determination.

"BEGIN!"

[_**Initiating combat simulation.**_]

The six griffons attacked at the same time. Starburst's helmet immediately formed over her head and she too charged the griffons. Star conjured two cutlass sword constructs and swung them at the same time, taking out the first two griffons. She then used her ring's flight capability and let her wings compensate for finer movements. The four griffons took flight as well, chasing her down in the air. Two of them wielded swords while the other two brandished long spears. Starburst was ready for them, but was curious to see that the Steel Wing construct hadn't moved an inch since the start of the fight.

_Why is it not attacking like the rest? I thought the ring made it so that they fight like the actual griffons from Stalliongrad…Does that mean –!?_

Starburst didn't get to finish her thought as the two griffons with swords lashed out. With her protective aura, she intercepted the two blades on her forelegs, feeling the impact but nothing more than that. She then pushed off her two assailants only to watch as the other two constructs came at her from above and below. Star then flapped her wings, propelling herself backwards and allowing the two spear wielding constructs to zoom passed the other.

Unfortunately, Starburst went back too far and hit the canyon wall. The sword wielding constructs charged for Star, with her back against the wall, her options for evasion were limited. Before either of the two griffon constructs could land a blow, Starburst erected a barrier around her body. The swords clanked harmlessly against her defensive sphere, and, with a great battle cry, she unleashed the barrier in a burst of energy, sending the two griffons flying. Now it was her turn to go on the offensive.

Starburst quickly thrust her ring hoof forward, producing two claws that reached out and grabbed both griffon constructs by the hind legs. She then brought her foreleg up and then down in one swift motion. The action caused the claws to whip their captives straight into the ground, where, upon impact, they dissolved into tiny particles of yellow light.

The teenage mare, seeing her next two targets in sight, flew straight at them. But it wasn't to last. At that moment the Steel Wing construct zoomed away and quickly found itself right behind Starburst. Too late to react, the construct used its armored claw to backhand Starburst back to terra firma. She shot down like a meteor, hitting the dirt with such force that it sent up a dust cloud and created a medium sized crater. Star groggily rose to her hooves as she scowled up at the Steel Wing construct.

_So, the ring deduced his style. Waiting and watching for a perfect moment to attack_, thought Star.

"Well I'm not giving you that chance!"

Starburst took flight once again, her new target, the Steel Wing construct. She immediately took aim with her right foreleg and started to barrage the construct with yellow energy blasts. The mock Steel Wing evaded each blast, skillfully and with little to no wasted effort. Starburst knew she needed to get creative with her attacks, having a weapon that can create almost anything from your mind doesn't account for much if the user has little imagination.

Starburst fired two beams at once from her ring. Predictable enough, the mock Steel Wing evaded them, but that's where Star changed it up. Instead of the beams just zooming off she made the beams bend. The Steel Wing construct now noticed that he was being tailed by the two attacks he avoided earlier and was not taking evasive action. The beams dogged the construct with each turn he made, Star was relentless, she wouldn't let her enemy go, especially one as dangerous as he was.

Then something happened that surprised Star. As one of the beams neared him, the mock Steel Wing dove right for one of the griffon soldiers. Right before the beam struck the construct, he masterfully flew around him, but the beam wasn't as fast and struck the spear wielding construct instead of its intended target. The Steel Wing construct employed this tactic a second time, taking out his second underling. He then sent out a metal quill barrage at Starburst, she reformed her barrier and winced when the attacks struck the outer shell. It was even more surprising to her that the ring was able to recreate the intensity and strength of his attacks.

_I remember this, any minute now he'll dive down and force me to ground! Fool me once, shame on you! Fool me twice –!_

Starburst then channeled more power into the barrier and unleashed it in a column of yellow energy up into the sky. After a few seconds Star cancelled the blast and her barrier, she then stared up into the sky and smiled smugly under her helmet.

_Shame on – _Star then felt a tremendous blow to her abdomen, knocking the air right out of her lungs – _me!? _

She looked on with wide eyes as the mock Steel Wing buried his fist in her stomach. He then retracted his fist and brought both claws together into a double handed hammer fist, bringing it down full force across Star's face. The teenage mare was sent flying right into the side of the canyon wall, leaving an impression of her body. Starburst groaned painfully as her senses started to come back, only to gasp in fright as she watched the Steel Wing construct fly right at her, claws positioned for a spear-hand thrust. Starburst closed her eyes and awaited her demise.

[_**Simulation terminated.**_]

Star heard the voice of her ring. She slowly opened her eyes and saw that the construct was only mere inches from completing its attack before it dispersed into yellow light particles. After breathing a sigh of relief, Starburst peeled herself off the side of the canyon wall and floated back down to the ground. Her helmet disappeared as she shook her head, panting hard from the exhausting training exercise.

[_**Minor injuries detected, regeneration process initiated.**_]

Before Star could ask what that meant the ring flared up her yellow aura. The slight pains she was feeling were now becoming nonexistent.

"Glad I found out about that useful feature, I probably would've spent longer recovering if it weren't for you, thank you."

[_**No thanks is necessary, Starburst. It is merely one my pre-programmed functions to insure the survival of my Bearer.**_]

"Well, thanks anyway. Ugh! What was up with that Steel Wing construct, was that really how he fights!?"

[_**Analysis of enemy, Steel Wing's, attack pattern shows a lack of empathy towards his subordinates, seeing them only as pawns. This allows him to effectively use them to his advantage; with no emotional ties to his subordinates he can freely sacrifice them if it is able to fulfill his mission.**_]

"Makes sense, he killed that one griffon I spared, why wouldn't he do the same to save his own hide!? So I can expect that kind of resistance from Steel Wing, he's adaptive, quick, and surprisingly strong."

[_**Affirmative.**_]

"I'll have to work harder at this. Anticipate his moves and think two – no – _three _moves ahead of him! Let's start again!"

[_**Simulation ready.**_]

"GO!"

* * *

_**Day 2…**_

After long hours, and a recharge or two, of training, Starburst's goal to best Steel Wing was showing very little progress. It quickly dawned on the young mare that combat wasn't the only means of which to attack one's enemy. Recalling the Fear Shine, which was what drove off the murderess warrior in the first place, Star started to think that there was more to the ring's fear power. She realized that when it came to any physical sport or fighting, it was sixty percent mental readiness and forty percent physical effort. She had the physical prowess, and the mental fortitude to fight, but if there was a way to manipulate that sixty percent in another, the fight could be won without necessarily coming to blows.

For this, Star had started to do the one thing that she never thought she'd mimic her mother in, she did research. Star went through the library and found every psychology book the library had to offer. She even picked up some horror themed novels to help give her ideas when forming constructs.

The orange pegasus mare gazed upon the tower of books she had gathered and groaned, "Just mare up, Star! Just think of it as adding more weapons to your arsenal!"

After that self-motivating speech, Star opened the first book in the stack, Psychology 101. Star sorted through most of the pages till she happened upon one section of the book that dealt with fears.

"'The mind holds many rational and irrational fears, some stem from a traumatic experience suffered during childhood or sometime during the patient's life. Others stem from the fear of the unknown, what we perceive is dangerous because of ignorance (i.e. lack of understanding), so the rational mind comes up with ways to rationalize the fear, even if it is farfetched, so long as the mind thinks it's real, it simply is.'"

Starburst pondered this and found that the book had some truth to it. Recalling her fillyhood when she was scared of something hiding under her bed or in the closet, the tales of the Headless Horse, the Olden Pony, and the Pony of Shadows, did frighten many a foal, and Star admitted, she was too, but that was before she realized her special talent and knew she could totally take on any of those monsters. Starburst continued to read on, finding the psychology of fear to be a bit fascinating.

"'Arachnophobia: fear of spiders, aerophobia: fear of heights, achluophobia: fear of darkness, agoraphobia: fear of open spaces or ponies and large crowds in general…' Wow, didn't know there were that many fears, well, shouldn't surprise me, everypony has them…In any case, guess I'd better start reading up on them."

Starburst read all she could about a pony's fears, how it can scar them psychologically, how, in extreme cases, a pony could die from sheer fright overloading their mind. Star was starting to see the devious nature in the power she wielded, but so long as she used it to protect the innocent, then she would gladly wield it.

Many hours passed and Starburst had devoured most of the knowledge in the books she read, even breezing through some folklore and horror stories. It was instances like these that showed Star that she did indeed have some things in common with her mother. But now that many of the books had been read, and the time now resting at two o'clock, Star was starting to wonder what else she could get inspiration from. Then it hit her.

"The comic shop!"

Star remembered that Ponyville had gained a comic book store a few years ago; luckily it was the un-enchanted books, her mother made very sure that those particular comics were stamped with a BIG RED warning label before anypony read them. Starburst made her way to the comic shop, remembering that she had brought Nighty here a while back. It was slightly nostalgic walking in, the racks filled many different genres of comics, the odd collectibles hanging from the walls or displayed in glass cases, and of course the strange room with a red curtain for a door. Star shrugged at it, not really knowing what was in there.

The teenage mare trotted to the cashier's counter and cleared her throat. "Ahem, excuse me, can you help me? I'm looking for a certain type of comic."

"Sure," said an oddly familiar voice. The pony rose up from behind the counter and revealed it to be none other than Cotton Candy, "what can I – Star?!"

"Candy!? What are you doing here!?"

"Oh, silly, you know I like taking on the odd job or two," she said as if it were a matter of fact.

Now that Star thought about it, it was like her to do something like this. She was always looking to master skills other than that of what her cutie mark says. It was an admirable trait that Star liked in Candy; she always strived to better herself.

"Any who, what're you looking for, Star? I just got in the latest New 42 Power Ponies! Interested," she asked.

"Oh-oh! Uh, no thank you, Candy. I was, ahem, looking to see if the shop carried any comics in the genre of horror, maybe?"

Candy looked at her friend taken slightly aback by her choice, "Wow, I totally had you figured wrong. I always thought of you as an Action/Adventure kind of gal, or maybe sci-fi, with just a smidge of romance, but, oh well!"

Candy hopped, literally, over the counter and led Star towards the racks with the comics she was asking for. Star hadn't been in a comic shop for a while, and it was plain to see, since the last time she was here, a slew of new comics had occupied the racks. Candy stopped once they reached their destination. Starburst looked upon all the comics, each featuring a terrifying creature along with their titles, "_The Hunter_," and "_Hayraiser_," and "_Extraterrestrial._" Each of them already gave Star ideas on how to use them in combat, but she kept that excitement bottled inside less it show on her face.

"So, which would you like?" Candy asked.

"Hmm, one of each, the first parts, I don't want to jump into a story halfway through."

"Wow, you must really like horror stories! Hey, if you want, they're showing a really creepy movie if you want to go and see it this Friday, maybe we can get Del, Prism, and Claire to come along?!"

Starburst chuckled a bit at her friend's enthusiasm. "I'll think about it, also, could throw in _that_."

The pegasus mare pointed to a large book labeled "_Space Wars: An Encyclopedia of All Tech and Characters._" Candy just looked at Starburst with an "I thought so" look on her face, although, unbeknownst to her friend, Star's motives for wanting that encyclopedia weren't exactly innocent. _That cannon I created was from that movie, Space Wars. It'll help to boost my arsenal with weapons that the enemy has never seen before. _

After taking a large stack of thirty comics, and one encyclopedia book, to the counter to ring up, Star took a peek at one of them, truly the contents within were horrifying and slightly twisted and grotesque, but still, Star thought she could do better.

"Hey Candy…?"

"Uh-huh?"

"Do you have anything more… I don't know, more graphic than this?"

Candy paused right before hitting one of the register keys. She looked at her friend with trepidation, wondering if she tell Star or not.

"Well…yes…they're actually behind that red curtain over there."

Candy pointed a hoof in the direction of the room with said red curtain door, "Oh, really, cool, I'll be right back with another one."

Unknown to Starburst at that moment, Candy's eyes went as wide as saucer plates as she watched Star make her way towards that particular room. With the same unnatural speed that her mother had, Candy zoomed ahead of Starburst and blocked her path, denying her entry into the room. Starburst just looked at her friend with confusion and a slight amount of annoyance.

"Candy, what are you doing," asked Star.

"Y-You can't go in there!"

"And why not?"

"Because you're not old enough," she blurted.

Starburst raised a questioning eyebrow at that statement.

"Look…in there, that's where the owner keeps the really, really, _REALLY _graphic comics. Stuff that's only for older ponies, like eighteen and up, some have pictures showing…you know…stuff."

Candy was starting to visibly blush and so was Star once she got the idea.

"T-T-Those aren't the ones that I want! You said that there were horror ones in there too, right?!"

Candy nodded.

"Then that's all I want, nothing like-like that!"

Candy shifted her gaze from Star and then back behind her. She then let out a long sigh and took a firm stance.

"I'm sorry, Star, I can't. I may be eighteen, but even_ I_ don't go in there unless I _have _to. And, I really don't think the stuff in there is right for you…I'm sorry, but that's how it is."

Star wanted to be very clear that she did _NOT _want anything beyond the horror themed stuff. But the stern look in Candy's eyes told her that the blue earth pony mare before her wouldn't budge on this, plus she really didn't want to risk Candy's job.

"All right Candy, you win."

"…I'm sorry, but you only have to wait two years, it's not that long."

With that said, Candy ringed Star up, money was exchanged and then Candy waved her friend goodbye as she left the store. But, what Candy didn't know was that Starburst was wearing her yellow power ring the whole time, having ordered the ring to cloak itself so that she could wear it in public. So Star used the ring to fully camouflage herself and sneak into the red curtained room. Candy then heard the swishing of the curtain but looked to see that no one besides her was inside the shop. She then turned her back, returning to her earlier task, but then she heard the sound of the store door opening and closing. Candy turned around to greet the customer but again, there was no pony there.

Star didn't become visible till she was back at the library. She felt wrong for doing that, and even more for the stuff she saw. They may've just been the front covers but even that was enough to make Star's face blush a bright crimson. Quickly shaking her head, and the images, out of her head, Star placed all that she had bought, and 'borrowed' on the table. Out of the five she procured at random from the horror section in the RC room, three stood out the most.

"'_Rainbow Factory_', '_Cupcakes_', and '_Cheerliee's Garden_'? Huh, one has Prism's mom on it, another Candy's, and June's mom too. Must be one of those 'fanfiction comic' things that Nighty told me about."

Nighty had informed Star a while back that some fans of stories often times created their own stories revolving around their favorite character(s) from a series. Star had never given it much thought, but she soon found out that, during her mom's younger years, it wasn't uncommon for somepony to come to them and ask for an autograph on a work of fiction they wrote about them. Apparently it was a common thing, even Nidra and Illusion's mothers had some literature written about them. Although it confounded her why they would write about her mom having romantic relationships with her friends, and even her mentor High Princess Celestia and best friend High Princess Luna. Nonetheless, Star opened the first comic titled "_Cupcakes_".

"Seems innocent enough." Star read the first few pages and shrugged, it just seemed like somepony writing about a normal day of her Aunt Rainbow Dash and Aunt Pinkie Pie baking. "Sheesh, what was Candy worried about? There's nothing in here that's – what the!?" She had gotten to the page where Rainbow Dash apparently is drugged and now wakes up on table. "O-Okay…that's a little freaky, but then again they do like to pull pranks, like mothers like son and daughter. "Oh…wait…is she…WHAT THE BUCK!? Is she…with the knife…no…no…NO! Not her wings! Please not – Oh good Faust!"

Starburst, out of sheer morbid curiosity flipped through the rest of the pages, her jaw dropping steadily with each passing second and along with her eyes growing wider at the same time. After a minute or two the comic fell to the floor, a stunned and horrified expression was plastered on Starburst's face, she even found herself unconsciously rubbing her wings and cutie marks as if to insure that they were in fact attached to her. Starburst eyed the other two comics, wondering if she should even dare open them and look at their contents. With a shaky gulp, Star moved to the one entitled "_Rainbow Factory_".

Again, it started out innocently enough. It seemed centered around little Echo's mother, Scootaloo. She remembered, during the few times Star met the mare, that she had trouble flying when she was a little filly. But the Scootaloo in this story was older and taking some kind of flying test in Cloudsdale. It seemed fine, until she and some of the other pegasi who failed the test were taken to some weird facility.

"Oh no…why are they…" She continued to read on. "GO! GET THE BUCK OUT OF THERE!"

By the end of the story, Star was starting to have serious suspicions about the Weather Factory in Cloudsdale, and how anypony could write her Aunt Rainbow Dash in such way. Those two were as tight as if they were born sisters. Needless to say, she opened "_Cheerliee's Garden_", and was treated to another barrage of gory, if not crafty and creative, killing that ended rather poorly for her mother. Now Star felt sick and had a strong urge to give her mom a hug. Starburst eyed the three comics that were on the table, her right hoof slowly rose up as the yellow ring began to hum with built power.

"I probably should burn these, if Candy saw them – if June or Prism saw them!" The pent up energy in the ring began to glow bright. "But…if I do that, then Candy will get in trouble…Ring, you wouldn't happen to have a memory erasing function, would you?"

[_**I do not possess such a function.**_]

"Of course not, that'd be way too easy." Star sighed heavily. "I pray that they never see these. Let's just finish the last two and get them back as quick as possible."

* * *

_**Day 30…**_

They had all been assembled at Del's house, but they didn't know why. Turquoise and Anthea were there, along with Golden Delicious, Cotton Candy, as well as some others. There was another dragon/pony hybrid among them, a light lavender scaled mare, with a purple mane claws, and two horns on her head, Turquoise's older sister, Crystal Clarity. The last was a Pegasus stallion with a dark navy blue coat, and mane of yellow, blue, and red, and a cutie mark of prism shooting out a rainbow, the cocky member of their group, Prism Bolt.

"Okay…so, anypony have any idea why we're here," asked Turquoise.

"Duh, I called us all here to talk about Star, of course!" Candy exclaimed.

Everypony looked at the hyperactive mare with confusion.

"What's wrong with Star," asked Anthea.

"Haven't you guys noticed that she's actin' weird lately?"

"Del, dear, you're going to have to be a bit more specific than that," said Clarity.

"When she first got here she was…down, sad, like her world was shattered."

"Well losing your dream can do that to a pony," said Prism.

"Yeah, but ever since she heard about what happened at Maretonia she's been, I don't know super motivated lately!" Candy emphasized her point by flailing her forelegs into the air.

"I still don't see how it's a problem. If Star's found a way to lift her spirits then I don't think we should take that away from her. She's been through so much lately…I like seeing her like this, she's like her old self again," said Anthea.

"None of us really liked what was done, Annie. But…Ah just feel like there's somethin' strange goin' on with her."

"Lover's intuition?" Turquoise teased.

"Watch it T," he warned.

"It's not only Del; I think there's something up too. I mean, a few days ago Star came by the comic shop and asked for nearly all the comics in the horror section."

It was obvious that that struck the others as odd. Star had earned her reputation as a buzzkill, but she never showed an interest in such things.

"Now that you mention it…" Claire started, "She did come to me to inquire about something…Star wanted to know how I was able to multitask with my magic, more specifically, concentration and focus techniques."

"Seriously sis?"

"It was strange, I mean, she didn't ask it as if she were fascinated by my ability, but more like in the ways she could apply the techniques, it was truly strange."

"Wait, she came to you too!?"

All eyes turned to Annie.

"Last week, Star asked me how I was able to conserve energy for spells and ways to spread out the energy without losing potency. I thought it was odd at first, I mean, she's not a unicorn, so I thought that maybe she was trying to take up an interest in magical theory. Maybe as a way to get closer with her mother, I mean, they can't have left on good terms."

"Come to think of it…" Now they stared at Prism, "Star was really into flying, I mean, she was _REALLY _into it. She was asking for tips and tricks that – and make no mistake, she's a damn great flyer – but they were ones that were a little dangerous and required just a bit more agility."

"Same thing with me, Star's been putting more of herself into doin' the chores here on the farm, and it's gotten to where Ah'm carryin' her back to the house like before."

It was starting to come together, but into what was anyone's guess. According to all assembled, Starburst had been asking odd questions, working harder than before, and had somehow regained the vigor she once had before the incident at Stalliongrad, no, if they were honest, her fervor was intensified ten times from what it used to be. While they all agreed, it was a joyous thing to see their friend not depressed anymore, they couldn't help but wonder if this just a prelude to something worse on the horizon. And it worried them that Starburst was going to try something reckless again.

"Let's face it guys, she lost the one thing she wanted most in life, to be a Royal Guard. Her backs' against the wall, she has nothing to lose." That statement earned Prism a glare from Claire. "What!?"

"You make it sound like Star's going to commit suicide or something, we're trying to think of ways to help her, not think of the worst case scenario!' Claire chided.

"I might have an idea, but it'll take some time and effort to get done correctly. In the meantime, I think we should make sure she's safe," said Annie.

"Don't worry, everything will be alright, I know it will!" Candy proclaimed.

"How can you be so sure," asked Turquoise.

"I don't know, I just do silly."

* * *

_**Ghastly Gorge…**_

Starburst once again found herself at Ghastly Gorge, but this time was different. The canyon was being lit up with flashes of yellow light, hundreds of griffon constructs swarmed around Starburst as she attacked one enemy after the next. And just like she had hoped, all her research and practice had come together, she was creating monstrous creature constructs which would devour some of the griffons or savagely beat them six feet under. Her concentration was improving as well, the more she trained and focused the easier it was to create more and more complex light constructs without risk of them falling apart easily. And with more training came the addition of learning more functions of the ring.

During the battle, a mock Steel Wing tried to make a grab for her, but Starburst merely smirked as the claw of the construct merely fazed through her body. She didn't make the construct weak, rather it was a new ability, she was able to become intangible and therefore unable to be physically touched if she so chose. She could become like a ghost, moving in and out of the battle, appearing in one place and reappearing in another. Added with her strength training with Del at Sweet Apple Acres and her added flight practices with Prism, coupled with the focusing and energy conservation techniques she learned from Annie and Claire, Star had become stronger and faster than before, driven by a new goal to become Equestria's hero, it's "Golden Star"!

Suddenly all the griffon constructs decided to attack her all at once, surrounding her completely and brandishing their weapons. Starburst merely smirked as she brought up her right hoof. The ring shined brighter as Star cocooned herself in a swirling sphere. The sphere spun around and around till it burst open and lashed out with hundreds of thorny vines that shot straight for the oncoming fodder. The vines whipped, slashed, and pierced through every enemy that dared to enter her zone of destruction. Meanwhile, Star floated at the center of it all, forelegs crossed in front of her chest, wings flared, and a proud smile that only broadened.

At that moment, three Steel Wing constructs appeared out of nowhere and were about to strike Star down.

"That's not going to work!"

In the blink of an eye, Starburst zoomed up into the air. She then raised up her right foreleg as yellow light particles gathered around the lower half of her leg. The particles formed a large futuristic cannon that was attached to Star's right foreleg. She brought the cannon into position; a sights visor popped out the side of the cannon and started to target the three mock Steel Wings. With the yellow ring powering it, Star unleashed a powerful blast of golden light straight down. The resulting explosion wiped away all the remaining constructs in one shot, and caused some of the canyon to cave in on itself. Starburst dismissed the cannon and resumed her original stance.

"Guess I overdid it a bit…" Starburst glanced out of the corner of her right eye. "Or maybe not."

Within a matter of seconds, the Fear Lantern insignia formed behind Starburst, with the extending prongs turning into steel chains that shot out wide. One Steel Wing construct was diving right at Starburst from high above, but before it could lay a claw on her, it was struck from both sides by two skyscraper sized columns with jagged spikes on the front, and connected by the yellow chains. The two effectively smashed the construct flat, turning its body into light particles. Starburst hadn't moved from her position, she merely chuckled.

"We're ready."

[_**Affirmative.**_]


	7. The Liberation of Cloudsdale (Part 1)

_**2 Months Earlier, Post Stalliongrad…**_

The Griffon Empire was abuzz with the news of defeat at Stalliongrad. Information about the defeat was kept classified, and the soldiers who were there were ordered to not speak a word of it or be executed for treason. It was so bizarre; they were the stronger species, faster, and more cunning than some simple ponies. So why was it that they lost Stalliongrad, an area that was once part of their territory before the Equestrians took from them?

All these questions and more were on the minds of the Wing Commanders, having met in their War Room to discuss the failed operation before reporting to the Emperor. Steel Wing was looking particularly peeved, Stalliongrad was his operation, and in all his years of service, not once had any enemy driven him away from a conquest. Sadly, there seemed to be little pity or empathy amongst his fellow Wing Commanders.

"So, you got frightened off by a little pony and came flying back to the capital with your tail between your legs," mocked Blood Wing. "Very unbecoming."

"Easy Carmen," spoke Shadow Wing, "I'm sure Chalyvas has a good explanation as to what occurred during the siege."

Beast Wing was leaning his hulking form against the wall, staring indignantly at his fellow Wing Commander, snorting with disapproval of his dishonorable actions at the pony border city.

"And it had better be a good one." Beast Wing added.

Growling from the lack of respect from the other three Wing Commanders, Steel Wing decided to regale them with the tale of his defeat, a tale that left a vile taste in his mouth. He spoke clearly, as to make sure the others got the details and so that he didn't have to repeat this again. When he got to the part of his soldiers marching through the streets, and then making an example out of a family of ponies, Shadow Wing couldn't help but chuckle.

"And what is it that you find amusing, Nox!"

Shadow Wing, or Nox, put a claw in a placating fashion. "Forgive me; it just sounds so like you to make a grandstanding point in the middle of battle. Never mind, you may continue."

Chalyvas grunted but continued, "That's when we were attacked, by a pegasus pony. This pony wielded a power and weapon I've never seen. It tore through our anti-magic armor as it was mere tissue paper! One hundred soldiers rent asunder, my trained battalion, and they were wiped out as if they were nothing! I challenged the pegasus, we fought, and I was on the verge of taking the object which gave it power but then…" Chalyvas paused.

Carmen rolled her claw in the air, "Go on, you were about to take this object when…?"

"It shined with a bright yellow light…I saw…things, things that I had long since stopped being afraid of, it was as if it was assaulting my very mind with fear! I couldn't withstand it; it felt as if my mind was tearing itself apart! That's when I…I…"

"You ran away," finished Beast Wing.

"Interesting, a weapon that can induce fear and decimate an army, all unto one individual at that, interesting, _very _interesting…" Nox stroked his lower beak in contemplation. "We can assume that the Equestrians only have one of those weapons, otherwise they'd have multiple users on the battlefield already. We can also theorize that the pegasus you saw wielding it is working alone, since there has been no news of the wielder other than what the media is drumming up. This pony is most likely a rogue agent, fighting but not affiliated with any branch of the Equestrian military."

Carmen whistled and then clapped her claws, "Bravo, Nox, you got all that from Chalyvas' humiliating story?"

Nox smiled deviously at the red griffoness, "This is mostly theoretical, we won't know for sure unless one of us faces this rogue one on one."

"In that case, I'll be sure to drag back the carcass," spat Chalyvas.

"No, no, you mustn't do that. There are other ways of getting information that don't involve beating the informant to a bloody pulp. We may know more when my operation starts."

All eyes shifted towards Nox, earning him incredulous looks from each of the griffons.

"What kind of 'operation' could you possibly have planned, we've never heard anything about this!?" Beast Wing growled.

"Well I guess that's why I'm head of the Pretenders Division, and you're not."

* * *

_**Present Day…**_

Star awoke from a long and restful night. Her muscles ached all over from the training she did at Ghastly Gorge, along with the other training she did with Del and Prism. She wondered though, because both stallions were giving her weird looks, and not just them, but so were Annie, Turquoise, and Claire.

"Well, I did ask Annie and Claire for some weird stuff so them I understand. But I don't really get Del and Prism, I workout and fly with them a lot." Star jumped out of bed and fixed the sheets before heading to the kitchen to get breakfast. It was right around when Star was getting the cereal box that a disturbing thought entered her head. "Were they…Were they checking me out!?"

Starburst's cheeks blushed red upon thinking such a thing. She then unconsciously checked her form, starting from her flanks, to her wings, hind legs and forelegs, and then ending with her mane. The past few weeks of intense ring training helped Star get back into fighting shape, with toned muscles that, didn't bulge but instead streamed out smoothly.

_Well I guess I'm…alright…but, compared to Claire or Annie, or even Nidra I – I – WHAT THE HAY DO I EVEN CARE!?_

Starburst then stomped her way over to the fridge and grabbed the milk, and then a bowl, and lastly she plopped herself down at the table and began eating her breakfast, crunching on the Honey Oat flakes, taking her frustration out on the tiny, innocent breakfast food. Star felt like such things as wondering if you have the perfect figure or were stunningly pretty were overrated. She was already in good health and in good, athletic shape. She didn't do it to impress, it was just practical for a pegasus not to have excess body fat to slow them down during flight. And as far as looking pretty was concerned, well, it's not like Star was looking to impress somepony, but that didn't mean she didn't maintain good grooming habits.

"Why am I even thinking about this? Guess I'm bored…" Star then looked out the window, staring off into space. "I'd go and fight, but thanks to that undercover Royal Guard still hanging around here somewhere, I can't leave too long without raising up a red flag."

It was a conundrum that had Star banging her head against the walls some nights. Even with the ring's invisibility and intangibly functions, there was no way she could slip out of Ponyville for too long. Eventually one of her friends, or the RG themselves would come and see if she was home, and if she wasn't then Star would get in even more trouble with her parents.

"And I'm on thin ice as it is. This would be so much easier if I knew who the Guard was!"

*Knock*

*Knock*

Starburst suddenly heard somepony knocking at the door. She looked up at the clock, which read 7:30, and the library wasn't scheduled to open until 8:30, since it was a Friday. So she deduced it was probably one of her friends coming to check up on her. Star loved them, really she did, but there was such a thing as being too worried. Star got up from the table and made her way downstairs and to the door.

*Knock*

*Knock*

"Okay, okay, I'm coming, jeez." Starburst then grabbed the handle and slowly opened the door slightly to see who it was. A mare stood before her, wearing a Wonderbolts hoody, her coat was a shade darker than that of the hoody, and for some reason she kept the hood up, obscuring her face a bit. "Library hours are from 8:30AM to 1:30PM, we're closed for the moment."

"Oh don't mind me I just came for a visit."

"A visit, are you talking about – HEY!"

The mare pushed passed Star and entered the library; she scanned the room, taking in all the details of the home/business/library.

"So this is where Princess Twilight lived before she moved to Canterlot. Always wanted to see the inside of the place, man so much stuff must've gone down in this place when the Princess lived here."

Starburst smacked her forehead and groaned audibly. _Great, some fan girl wanting to see my Mom's old house. Starting to get tired of these types, although I have to admit, she's got balls for barging in here, especially with me living here._

"Alright Miss whatever-your-name-is, you had your peek inside, now please get out of my house!" Star ordered.

"Sorry no can do."

Starburst's eye twitched at that, did she really just blow her off like she wasn't a threat?

"Okay, you got two options. Option one: You leave out the front door, no broken bones, no black eyes, and no jail time. Option two: Same as one, but more violent, and you thanking me for giving you the courtesy of limping out."

The mare turned to Starburst and shook her head while chuckling. "Oh boy, you really are a feisty one aren't ya? But then again, I already knew that Princess Starburst, it's probably what helped you in Stalliongrad."

"Whoop-de-do, you know who I am so you also know that I'm not kidding when –!" Starburst stopped mid-sentence as the mare's words started to register in her mind. "How do you know I was in Stalliongrad!?"

"Might be because we fought in that living Tartarus together, or it could be that we were roomies on the _Nightingale_."

Starburst's eyes grew wide with realization, but it couldn't be, could it?

The mare started to remove her hoody and then tossed it on the floor. Once off, her coat color changed from the blue to yellow-gold, her mane and tail becoming a dingy white, and lastly, her eyes changing to that of a piercing blue color. Starburst gasped and backed away a bit as if she had seen a ghost.

"Hi Daisy, or do you prefer Princess Starburst – OMPH!"

The pegasus mare was soon tackled by Starburst, sending the two of them tumbling about on the ground before they stopped, with Star hugging the mare beneath her tightly.

"Sunny, oh Faust, you're alive! You're alive!"

Sunny started to see tears forming in Star's eyes, she smiled warmly, but grunted when she felt Star's hug grow tighter. _She's strong for a mare her size!_

"Uh, Star, maybe you could let up a little, `cause if not, I might not be alive for much longer," she wheezed.

Starburst immediately loosened her vice like hug on Sunny, the older mare sucked in wind after finally being allowed to breathe.

"I-I can't believe it, you were surrounded by a swarm of griffons! How did you escape, why were you wearing the weird hoody!?"

"Whoa, whoa, I'll tell you Star, I promise, but first I have one question."

"What?"

"Are you sure you're not into mares?"

Starburst deadpanned, "No Sunny, I am not into mares."

"Oh, well then you better get off me, the position we're in is tempting me to test that theory."

Starburst's mind finally caught up with how they were positioned. With Sunny lying on her back, and Star, thanks to her shorter stature, was straddling Sunny's stomach, and Star's upper half hovering over Sunny's face. The young mare blushed furiously as she flared her wings and jumped off of Sunny, using her wings to push off. Star then landed a few feet away from Sunny, her cheeks becoming red as cherries.

"I didn't mean for that to happen! It was an accident, I swear!"

Sunny got up off the floor and brushed herself off, a sly smile curling upon her lips, "Made ya blush."

Starburst started to fume from being tricked so easily, "Do you want me to hurt you?"

"Eh, I'm not really into that kind of kinky stuff, but uh, I wouldn't mind giving it a try if it was you," said Sunny adding wink of the eye.

Starburst's face became red hot, "That is so not what I meant!"

"That's twice now."

"SUNNNY!"

The yellow-gold mare raised her hooves in submission, "I'll stop, I'll stop." Starburst huffed as she turned her gaze away from Sunny. "Really, though, it's good to see you Princess Starburst."

Star glanced over at the mare and let a small smile creep onto her lips, "I'm happy to see you too, and lose the royal title thing, just call me Star." The orange pegasus then turned directly to Sunny. "But seriously, how did you make it!? The last thing I saw was you throwing yourself into a horde of griffon soldiers!"

"Well, it's a story."

* * *

_**Cloudsdale, 2 Hours Later…**_

The floating city of Cloudsdale, home to every pegasus in Equestria, a city founded by the strong and courageous Commander Hurricane and Private Pansy, it was to serve as a the pegasi's resting place and home. Many years have seen the expansion of the city, just as much, the city's most important feature, the Weather Factory. Since the beginning, pegasi were able to manipulate and control the weather of Equestria, giving them a high status amongst many of the other pony tribes. But ever since the day of Hearth's Warming, the pegasi worked in harmony with the other tribes to ensure that all had what they needed and that their new home would be properly taken care of.

Currently, two of Cloudsdale's residents were flying towards City Hall, which still held onto its ancient architecture of large columns and heroic statues of pegasi past.

"I still don't know why I have to come all the way here for a plaque," said Rainbow Dash.

"The mayor of Cloudsdale wants to honor you Dash, and if you ask me this was a long time coming," said Spitfire.

"It's no big deal, they could've just mailed the plaque to me, and it's not like I'm the only pegasus who's done some great things."

"Yeah, that's true, but not many of those pegasi are Elements of Harmony, have defeated Nightmare Moon, Discord, a Changeling Queen, and a dark unicorn king, on top of being a Wonderbolt and Manager of the Weather Factory, even if it was a brief stint."

Rainbow Dash blushed slightly as Spitfire listed all her accomplishments.

"Still…"

Spitfire smirked as she stared at Rainbow Dash incredulously.

"Jeez, used to be this kind of thing got you all hyper and squealing like a schoolfilly. You loved bragging about yourself, why's getting a plaque such a hassle," she asked.

"For one: I do not 'squeal like a schoolfilly', and B –"

"Really, that's not what Soarin said."

Rainbow Dash's face was as red as the streak in her mane; she nearly fell out of the sky from what Spitfire said to her. After righting herself, Rainbow Dash tried to say something but each time it came out in gibberish. After waiting a few seconds to calm down, Rainbow Dash finally got back enough composure to speak in coherent sentences.

"What, _exactly_, did Soarin say?"

"Hmm, something about having to get a sound dampening spell projector for your guys' room `cause he didn't want you waking your kid, or the neighborhood with your 'cute voice'." Spitfire punctuated her remark by making air quotes with her hooves.

Rainbow Dash made a mental note to both buck her husband between the legs and to cut him off for the rest of the summer. With that out of the way, the two mares landed at the top of the Cloudsdale Pantheon, also known as City Hall. Rainbow Dash and Spitfire entered through the revolving doors, seeing many pegsai dressed in suits and flying about, either talking to other ponies about some political stuff, or going over important documents. The two Wonderbolts followed the signs all the way to the Mayor's office. At the front was a pegasus mare with black, horn-rimmed glasses, she had her mane done into a ponytail and sported a dark shade of purple for her coat color.

"Ahem, we were called by the Mayor, he wanted to see me for something," said Rainbow Dash.

The secretary looked up from her paperwork and smiled cheerfully at the sight of Rainbow Dash and Spitfire.

"Oh yes, the Mayor is expecting you Mrs. Dash and Mrs. Spitfire, please follow me."

The cheerful mare led the two Wonderbolts through the double doors and into the office of Mayor Stratus. The pegasus stallion was sitting at his desk while a another, younger stallion, with a gray coat, pointed out different parts for the Mayor to sign. The secretary demurely excused herself, gaining the attention of both stallions.

"Sir, Rainbow Dash and Spitfire of the Wonderbolts have arrived."

The Mayor, a white pegasus with a dark brown mane and green eyes stared in amazement at the two mares before him.

"Ah Mrs. Rainbow Dash, and Mrs. Spitfire! I'm happy to see you both. Thank you Miss Fluff, that'll be all."

The mare excused herself from the room and shut doors behind her. Mayor Stratus then got up from his chair and walked towards the two mares.

"It's so good to see two of Cloudsdale's finest back home, I'm glad you're here."

Rainbow Dash shrugged, "No problem Mayor, but, could you tell me what exactly I came here for? I mean, no offense, but if it was for an award we could've set up a meeting somewhere else."

Mayor Stratus then laughed heartily at Rainbow Dash's eagerness to get to the point of the matter. "Ha, ha, very well, but you see, it's not really an award we're giving you. It's a more of something to honor you and Mrs. Spitfire as well."

Rainbow Dash and Spitfire looked at each other in confusion, prompting the assistant to clarify.

"The Mayor's office was considering adding you and Mrs. Spitfire to Atrium Caeli Fecerunt," said the assistant.

Both Rainbow Dash and Spitfire's eyes bulged from hearing that. Atrium Caeli Fecerunt was old Pegasian for "The Hall of the Sky's Heroes", it was a hall where pegasi from ages past had statues erected and displayed. Only the worthy, those whom the pegasus community decided as a whole, were allowed to get a statue made of them and put inside that great hall. It was similar to Canterlot Castle's stained glass windows depicting Twilight and their friends doing heroic and noble acts for Equestria. And yes, that was an honor, but this was something that the pegasi all over Cloudsdale decided on. It was a little overwhelming for them.

"Whoa…" Rainbow Dash managed to say.

"Yeah," agreed Spitfire.

"I can see you two fine mares are struck speechless, well you've earned it, the both of ya." Mayor Stratus moved back to his desk and produced two pieces of legal papers that already had his signature written on them. "Just sign your names on these ladies and we'll get started with the creation of the statues."

Unfortunately, the signing of the papers was put on hold as a loud explosion went off in the distance. From the window of the Mayor's office, all four ponies could see as one of the buildings had a big hole in it, and it was on fire – _on fire_, _a cloud. _But that wasn't the end of it, oh no, in no time multiple explosions rang out through the entire city in succession.

"What the hay is going on!?" Mayor Stratus yelled.

"A hostile takeover," answered the assistant calmly.

All three ponies stared at the young stallion, confused by how calm, cool, and collected he was. Any rational pony would be going ballistic at seeing their home getting blown up, but he barely batted an eye.

"Now that you two have arrived we can begin the operation." Before anypony could ask what he meant, the stallion tore off his business jacket and slammed his right hoof into his chest. At that moment a bright light erupted from the stallion, causing the Mayor to retreat to the safety of the two Wonderbolts. All of them watched as the pegasus stallion's body grew, his wings becoming larger, his tail becoming whip like. His front hooves changed into dark yellow talons, while his hind legs became lion's paws. Finally his neck elongated and his muzzle turned into beak that matched the color of his talons. His violet eyes narrowed as he let out a fierce roar into the air. None of them could believe it. The stallion had changed into a griffon.

"Ah, that's better. Even for a glamour charm, you can start to feel real cramped in that shell of a small body."

Rainbow Dash and Spitfire assumed a defensive stance, flaring their wings in preparation for an attack.

"What are you, a Changeling!?" Rainbow Dash shouted.

"No, I hate those little insects. I am one-hundred percent, pure blooded, griffon, Lazarus, at your service Mrs. Rainbow Dash." The griffon politely bowed to the mare before continuing. "Now, if you all cooperate we can move through this operation with as little pain and without losing any more lives than are necessary."

Spitfire snorted in defiance of the griffon, "You seem to think you have the upper hoof here, but you're up against two Wonderbotls, you'd better give up now and save yourself some pain!"

At that moment the doors behind them were smashed open. Rainbow Dash, Spitfire, and Mayor Stratus all turned to see what had happened. A second griffon entered the room, her fur and feathers were of a dark purple color, her head plumage were colored gray like the other griffon's, they even had the same eye color.

"Freakin' finally! I thought those assholes would never set off the charges!"

"Everyone this is my little sister, Lara, and do forgive her, she's a bit crass."

"Bite me Laz!"

"Already did that last week."

Mayor Stratus glanced between the two griffons and asked in a panicky voice, "W-What do you want!? Why are you here!?"

"Ah, a good question Mayor. You see, we're the leaders of this little operation, a battalion of griffons from the Pretenders Division. To put it simply, we're somewhere between assassins and foot soldiers. As to why we are here, well, we're here to take control of Cloudsdale, its Weather Factory, and all its inhabitants."

"Fat chance," muttered Rainbow Dash.

"What was that bitch!? Care to repeat that to my face!" Lara leaned in close and stared down Rainbow Dash, bearing her sharp teeth

"You think you're the first griffoness who's gotten in my face!" Rainbow Dash got closer to the griffoness and bumped their foreheads together, both pushing against each other. "You don't scare me! I've faced things scarier than you! So back the buck OFF!"

Spitfire and Stratus just stared at Rainbow Dash, mouths agape at the fact that the prismatic mare was telling off this griffoness soldier like it was just another day at work. Scary thing is, the two thought, it probably was true.

Lazarus walked over to his sister and pulled her back by the shoulder, "Lara, we'll have none of that. Now…" he then raised up his foreleg and brought his gauntlet to beak level, "All Pretenders, the fox is in the hen house. I repeat. The fox is in the hen house."

Lara smirked, knowing exactly what that code phrase meant. She then looked upon the three ponies and smiled sinisterly, "Get comfortable ponies, this is our town now."

* * *

_**Golden Oaks Library…**_

Sunny and Star were now in the upstairs den, both mares catching up with each other as Sunny told Starburst how she escaped the horde of griffons that nearly killed her.

"So after finally punching a hole through them I flew off like the wind! I had used up my last blades and decided to use a couple of swords from some dead griffons, after some fancy flying and about twenty or so dead griffons later, they backed me into a corner. It wasn't until this bright flash of yellow light lit up the sky with the Equestrian Royal flag did the griffons retreat. I don't know who or what did that, but it was the only thing that saved my life.

After a bit, I started to head back to our territory, but then I spotted you, in the Square, out cold. You were banged up really bad so I carried you back to friendly territory, and, as they say, the rest is history."

Starburst couldn't believe it, Sunny was the one who saved her after she passed out. That it was Sunny who had been watching her this whole time Star was in Ponyville.

"I can't believe you're a part of the Equestrian Bureau of Espionage. I thought you were just a soldier," said Star.

"I am, but I also excel in combat, stealth, recon, and intelligence gathering. So they decided to keep me in both, when I'm fighting on the front lines I answer to the generals and commanders, but when I'm doing a mission as an EBE agent, I answer to the crown. It was Prince Valiant Heart's idea that I keep an eye on you, since I'm the only one besides him who knew that you were pretending to be a soldier at Stalliongrad."

Starburst winced at that memory; it wasn't exactly the highlight of her life. "I'm sorry Sunny, I promise I wasn't impersonating a Royal Guard just for fun, I was serious about it the whole time! I still wish I could've helped you out…"

"No, it was the right call. You were top priority to get to safety."

Starburst scoffed at that, "Just because I have a royal title doesn't mean that my life is automatically worth more than yours, Sunny."

"On the contrary, it does, even more so to the griffons. If they had gotten a hold of you, if just one of them figured out who you were, we could've kissed Stalliongrad goodbye and the war along with it."

Starburst slammed her hooves on the table and stared angrily at Sunny, "I know I'm royalty and that getting captured would've been bad for Equestria! I just…" Star released a strained sigh and sat back down.

"Do you know oath of the Royal Guard, Star?" Starburst thought for moment but nothing came to mind. "In days of peace, in times of war, protect the crown forever more. With our lives we will defend, our wills shall never bend. It's kept secret until you enter the Academy, it's a prayer and a promise, that no matter what, we will protect the citizens of Equestria from whatever evil befalls it. At the same time we shall act as the sword and shield of the crown. So don't say that your life is equal to mine, it diminishes what other Royal Guards fought and died for."

Starburst didn't think it was even possible to feel guiltier than she already did, but to her surprise, she did. She impersonated a Royal Guard, and yet didn't know what it truly meant to be one. With everything that Star was thinking about, there was one thing that struck her as odd. The EBE was an organization built upon the principles of intelligence, espionage, and secrecy.

"Sunny, why in the world did you go and blow your cover, I mean, I'm glad that you're safe and alive, but, isn't it against protocol to reveal your identity to the pony you're supposed to be shadowing?"

Sunny Skies finished sipping her cup of coffee. She then brought her hooves together in a contemplating fashion. "Because, Star, for the last month I've been watching you, and somehow you've slipped by my detection, not once, but multiple times. Now, I'm good at giving the slip, but for you to disappear entirely without me knowing where you're at takes some skill. Not to mention, I've noticed some strange flashes of light coming from inside the library from time to time…"

Starburst gulped, knowing where this line of questioning was going. Star had been using the cloaking and intangibility functions of her ring so much, she believed herself undetectable, slipping under the radar of her shadow. Unfortunately, now it seems that her jaunts to Ghastly Gorge hadn't gone unnoticed at all.

"There's also the added peculiar behavior you've shown lately. Ever since you heard Maretonia fell, you've been working out as if you were on a mission. One can't help but think that you're planning on doing something stupid, for instance, throwing yourself back into the battlefield, again."

Starburst stayed silent for a bit. Should she tell Sunny? The two of them had been through a lot together already, and really, the fact the Sunny blew her cover to talk to Star about it meant that she's willing to show a little trust. With a long sigh, Starburst raised her right hoof up to chest level.

"Ring, disable cloaking."

[_**Deactivating EM Field Distortion.**_]

"Who said that – WHAT THE HAY!?"

The area around Star's right hoof began to ripple, like a mirage that was coming into focus. After a few seconds the distortion vanished, revealing Starburst's yellow power ring. Sunny stared at the object for several long and intense seconds. Starburst was starting to wonder if showing her fellow pegasus friend the ring was the right thing to do. She really had no guarantee that Sunny wouldn't immediately report this to her mother, father, or even Valiant Heart. If she did, Star would lose her one and only chance to make up for her mistake, to live her dream of protecting the innocent and defending the weak from evil and strife. Finally, Sunny spoke, "Star…You're…You're the Golden Star!?"

The young pegasus mare simply nodded.

"Well…guess that means I owe you my life."

Starburst was prepared for the worst case scenario, but she wasn't really prepared for something like that, which delayed her response. "W-What!? Aren't you going to tell me that I should give you the ring!? Or go to report to my parents or Valiant!?"

"Starburst, if it wasn't for you, I'd have died in an alley with a hundred plus griffons tearing me limp from limp. And you helped us regain Stalliongrad, there are a lot of Guards and ponies who owe you their lives, and like I said, I'm one of them."

"So…does that mean that you won't report on this…?"

Sunny brought a hoof to her chin, thinking over the question. "I should, it's my duty as an EBE agent. However, there's no real proof about who the Golden Star is. I mean, who am I to question your sense of fashion tastes, isn't that right Star?"

It didn't take long for Starburst to catch on, a sly smile forming on her lips, "Yeah, it's just a fancy ring I got. It looked cool, so I decided to buy it."

"Cool."

Just then the ring started to flash rhythmically off and on.

"Uh, what's it doing…?"

"Don't know, ring what's going on?"

[_**Large number of hostiles detected**_.]

Both Starburst and Sunny Skies sprang to their hooves, both mares' expressions growing serious.

"'Hostiles', you mean griffons, where, are they coming to Ponyville!?" Star asked.

[_**Negative, they are **_–]

"LET ME GO!"

Starburst and Sunny Skies heard a voice yelling outside. Star seemed to recognize the voice, after cloaking the ring again, and after Sunny re-donned her Wonderbolts hoody, both of them rushed outside and saw a strange sight. Prism Bolt was, for some reason, being restrained by both Turquoise and Golden Delicious, both stallions working together to keep the angry pegasus from taking off. A mare strode up to Prism, with a purple coat, and an icy blue mane and tail. Starburst recognized this mare as Whirlwind, Prism's ex-girlfriend/friend.

"Prism you have to calm down!" Whirlwind begged.

"SHUT UP! MY MOM'S IN DANGER, YOU THINK I'M JUST GOING TO STAY HERE!?"

Starburst saw that other ponies were joining the crowd, with Star's friends at the center of it all. She quickly pushed her way through them and ended up next to Crystal Clarity.

"Claire what's going on, why's Prism going berserk!?"

"Star it's…it's awful, Cloudsdale has been taken over by griffon soldiers!"

Starburst's eyes went wide; she stumbled a bit as if the words had physically smacked her upside the head. After getting over the initial shock of it all, she quickly donned her more authoritative composure.

"How, what happened!?"

"Nopony knows! We just got the news just now! The Royal Guard has Cloudsdale completely surrounded, but they can't get in, not with them holding everypony in the city hostage," explained Claire. "And, unfortunately, Prism's mother is one of the hostages, along with her friend, Captain Spitfire of the Wonderbolts."

Starburst quickly glanced over her shoulder, hearing a shocked gasp from the crowd and knowing exactly who it belonged to. Her attention was quickly turned back to the three stallions at the center of the commotion. T had his strong forelegs wrapped around Prism's barrel, holding the pegasus stallion down. Despite his draconian strength, Prism's determination and fury was giving him the extra adrenaline boost to slip the dragon-pony's grasp. When it looked as if Prism was about to get away, Del would tackle his friend back to the ground, both working in tandem to keep Prism from taking off into the air.

"Prism listen to us, you can't go to Cloudsdale! They've cut off all air traffic in and around the area, you'll be arrested! You can't help your mom like this!" T shouted.

"Just listen to us, Ah know you're worried, but goin' off and gettin' yourself killed won't help nopony, especially her!" Del yelled.

"I DON'T CARE! YOU'VE HEARD WHAT THOSE GRIFFON BASTARDS DID AT STALLIONGRAD! THEY'LL DO THE SAME THING TO HER AND EVERYPONY IN CLOUDSDALE! I WON'T LET THAT HAPPEN!"

Prism then bucked Turquiose in the chest, hard, knocking the air out of his lungs. Normally T would've shrugged it off, but he wasn't expecting his friend to hit him full force. Feeling the dragon-pony back off, Prism pushed Del back and delivered an uppercut to the stallion's jaw, sending him flying backwards and landing sprawled out on the ground. Starburst gritted her teeth and was prepared to get in there and face down Prism, he may've been taller and stronger than her, but Star wasn't an easy opponent, not after all the training she did. But before Star could do anything Anthea broke away from the crowd and stood right in front of Prism, giving him a serious and determined look.

"Annie what are you doing," cried T with a pained voice.

Prism looked down at the blind mare and snorted angrily. "Out of my way Anthea – NOW!"

Anthea narrowed her gaze, "Sleep."

The unicorn mare's horn flashed with green mana, right in Prism's face. The flash was powerful enough that it sent Annie flying back, but luckily, Claire's horns flared up, using her magic to catch her friend before she barreled into the crowd. Prism didn't go anywhere, instead he wobbled back and forth, shaking his head as if trying to fight the influence of whatever spell Anthea had cast. Finally, the spell won out and Prism fell to the ground, knocked out. Turquoise went to his Love's side, supporting her since she too was wobbling. Starburst helped Del get back up to his hooves, inspecting his jaw to make sure it wasn't broken. The others gathered around Prism and then they stared at Anthea.

"Annie what did you do," asked Candy.

"I used a sleep spell that Nidra showed me," Annie paused to rub her head, "However, it's not exactly my forte, and it took me some time to build up the necessary amount of mana to cast it. I'm feeling kinda drained, but it was worth it." She then looked to T and then in the general direction where she assumed Del was, "I'm sorry you guys, if I knew he'd get that upset I would've started charging the spell sooner…"

Turquiose nuzzled his marefriend comfortingly, "It's alright Annie, and I'm made of tougher stuff than that."

"Same here, June can punch harder than that," said Dell.

The mare in question, a mulberry earth pony mare with a red mane and pink highlights, gave her cousin a cross look, "Excuse me if I didn't think that that spider prank was funny."

"In any case," spoke Claire, using her magic to levitate Prism off the ground, "we need to get Prism back home. Del, Turquoise, you two shall stand guard at his house. Annie, how long will the spell last?"

"Hard to say…Prism should be out for the next eight hours, but he could wake up sooner, given how he was fighting it earlier. I'll go with them in case I have to cast it again."

"I'll go with you," said Whirlwind, "maybe I can calm him down when he wakes up."

With their plan settled upon, Claire draped the sleeping stallion on Turquoise's back and the five of them were off to Prism's house. Meanwhile the crowd was murmuring and getting restless at what they had just seen, prompting Clarity to turn to them.

"Alright everypony, nothing to see here, go on about your business!" Nopony seemed to be paying attention to her. "Hello, everypony, please clear the area!" Yet again, nopony listened.

Finally having had enough of being ignored, Claire's horns began to glow and with a deep inhale unleashed a torrent of sky-blue dragon fire into the air. The crowd immediately went silent as they watched the dragon-pony bellow out her magical flames. After a short ten seconds, Claire extinguished her flames, dabbing the sides of her mouth as if she had eaten a messy meal.

"Okay, now then, please, will everypony kindly go on about their business? I'm sure that many of you have relatives who are in danger as well, go home and pray for their safety."

It didn't take long before the crowd dispersed and went on about their day, albeit with a sense of dread about the fate of the pegasi in Cloudsdale. Star offered to watch Prism, but Claire and Candy told her that she shouldn't worry and that they'd have it under control. Starburst didn't argue with them, because she knew that they did have it under control, and there was somewhere else she needed to be. Star made her way back to the library, but stopped when she noticed Sunny leaning up against the side of the building, hood up, staring at the ground. The young mare walked closer to the older mare and stood there in front of her.

"Sunny…I'm so sorry."

"That ring, how powerful is it?"

Starburst raised an eyebrow at that question, but answered nonetheless.

"Very powerful, even more so now that I know how to use it."

Sunny didn't say anything; Star was starting to get worried about Sunny, seeing as how her mother was trapped in Cloudsdale as well.

"…I'll keep your friends away from the library for as long as I can…" Sunny then walked passed Starburst, but not before whispering, "Save them…"

Starburst nodded, not turning back to see if Sunny saw her. The pegasus mare then entered the library and locked all the windows and doors to the tree house.

"Ring, check power levels."

[_**Power levels at 50%.**_]

"Better recharge."

Starburst pointed her ring forward; she then mentally commanded the yellow ring to summon forth her power battery. The ring shined with yellow light as it tore open a dimensional hole in the middle of the room. From the rift her Fear Lantern power battery floated out of the breach between the dimensions and landed in front of her, with the rift closing up behind it. Starburst then thrust her right hoof into one of the open ports, activating the power battery and making it ignite with the power of the light of fear. Once again, Starburst felt the surge of energy rush through her body, but unlike last time, she was used to it.

"In Blackest Day, in Brightest Night,  
Beware your fears made into light!  
Let those who try and stop what's right,  
Burn like my power – Fear Lantern's light!"

The battery and ring shined with a blinding golden light, her body was quickly enveloped by it, granting Star her armored uniform, with the Fear Lantern insignia shining upon her chest plate.

[_**Power levels at 100%.**_]

"Good," Starburst then reopened the portal and sent the power battery back to its dimensional hiding spot, "You know what, calling myself a Fear Lantern is starting to get easier, I'm glad I changed the oath." Starburst then stared up at the ceiling, "Let's go, it's time for Equestria's Golden Star to shine once again!"

[_**Affirmative.**_]

Starburst's body faded and vanished from sight; she then shot up and passed right through the ceiling. The Fear Lantern then looked down upon the town of Ponyville, saying a silent prayer before ascending higher into the sky. She then deactivated the invisibility function; doing so to conserve energy, Starburst then aimed herself in Cloudsdale's direction and shot off faster than a rocket, with a yellow streak of light forming in her wake.


End file.
